Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1941)
June 3, 2021
To Shareholders with Voting Rights:
OBATA Hirofumi
Representative Director and Chairperson
CHUDENKO CORPORATION
6-12 Koamicho, Naka-ku, Hiroshima

NOTICE OF CONVOCATION OF
THE 105th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our sincere gratitude for your continued support.
You are cordially invited to attend the 105th Annual General Meeting of Shareholders of CHUDENKOCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
From the viewpoint of preventing the spread of COVID-19, we ask that shareholders exercise voting
rights by mail or via the Internet or other similar means to the extent possible and refrain from
attending the venue of the General Meeting of Shareholders.
Additionally, please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights no later than 5:30 p.m. on Wednesday, June 23, 2021, Japan time.
To exercise voting rights by mailPlease indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it such that it arrives by the above exercise deadline.
To exercise voting rights via the Internet or other similar means
Please read the “Procedures for the Exercise of Voting Rights via the Internet or other similar means” onpages 5 to 6 of the Japanese version of this document and enter your vote for or against the proposals by theabove exercise deadline.
Additionally, the Company participates in the electronic voting rights exercise platform for institutional
investors operated by ICJ, Inc., and voting rights may be exercised on the said platform.

1. Date and Time:
2. Venue:

Thursday, June 24, 2021 at 10:00 a.m., Japan time
The reception is scheduled to begin at 9:00 a.m.
Large Conference Room, 11th floor of the Head Quarter of the Company
6-12 Koamicho, Naka-ku, Hiroshima (Chudenko Heiwa-odori Building)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the Company’s 105th Fiscal Year (April
1, 2020 - March 31, 2021)
2. Results of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements for the Company’s 105th
Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 11 Directors
Proposal 3:
Revision of the Amount of Remuneration for Directors (Outside Directors)
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



When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
The meeting will be held in light attire (“Cool biz”), and we ask shareholders to also attend in light attire.
The Company will implement required infection prevention measures according to the state of COVID-19 infections on the
day of the General Meeting of Shareholders.
If you are planning to attend the General Meeting of Shareholders, please make sure that you are feeling well on the day of
the Meeting, and we ask for your cooperation with wearing a face mask, using alcohol disinfectant, and taking yourtemperature at the venue of the Meeting.
If you are showing symptoms such as fever or cough, you may be refused admission.
The venue or start time may be changed out of necessity depending on future events. In such a case, we will announce thechanges on the Company’s website. Therefore, please check the website before departing for the venue on the day of themeeting.
Please note that no gifts will be provided for shareholders attending the General Meeting of Shareholders.
Pursuant to laws and regulations and the Articles of Incorporation, the following matters are provided on the Company’s
website on the Internet and are not provided in the attached documents to the Japanese version of this Notice ofConvocation.
1. “Matters Regarding Stock Acquisition Rights, etc. of the Company” and “Structures to Secure theAppropriateness of Operations and Operational Status of Said Structures” of the Business Report
2. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” of
the Consolidated Financial Statements
3. “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements
Furthermore, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements inthe attached documents to the Japanese version of this Notice of Convocation are a subset of the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements audited by the Corporate Auditors or the
Accounting Auditor in the course of preparation of the Corporate Auditors’ Report or the Accounting Auditor’s Report.
Additionally, for portions provided on the website, copies can be mailed to shareholders who make such a request. Please
make such requests to the General Affairs Department of the Company (Phone: +81-82-291-7411).
Any revisions to the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, orReference Documents for the General Meeting of Shareholders will be provided on the Company’s website after revisions
have been made.

The Company’s website: https://www.chudenko.co.jp/info/stock/Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Based on the “Basic Principles on Capital Policy” below, the Company emphasizes continued and stabledividends, with a dividend policy of providing dividends with a DOE (dividends on consolidated equity) of
about 2.7%.
[Basic Principles on Capital Policy]
Upon consideration of ordinary operating funds and response to unexpected risk, the Company utilizes
internal funds for investment toward continued growth while comprehensively considering factors
including business results and the management environment, aiming to improve corporate value over the
medium to long term through enriching shareholder returns.
(1) Investment toward continued growth
Effectively utilize internal funds for investment that will lead to future growth, including initiatives inbusiness expansion, personnel development, and strengthening research and development.
(2) Enriching shareholder returns
Provide continued and stable dividends in view of business results and other factors.
Furthermore, in comprehensive consideration of the management environment, among other factors,
implement treasury stock acquisitions as necessary.
As a result, the Company proposes the following regarding year-end dividends for the 105th fiscal year
(FY2020):(1) Type of dividend property
Cash(2) Matters related to allocation of dividend property to shareholders and its total amount
52 yen per share of the Company’s common stock
Total of 2,896,454,756 yen(3) Effective date of distribution of surplus
June 25, 2021

Proposal 2: Election of 11 Directors
The terms of office of all Directors (11 persons) will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, in order to strengthen the supervisory function of the Board of Directors, the Company
proposes to increase the number of Outside Directors (Independent Directors) by two and proposes theelection of 11 Directors.
Furthermore, the candidates for Director have been selected after seeking opinions from the Nomination
Advisory Committee, which is comprised of a majority of Independent Directors/Auditors.
The candidates for Director are as follows.

CandidateNo.

Current positions andresponsibilities at theCompany

Name

1

SAKOTANI Akira

Reelection

2

TSUTSUMI Takanobu

Reelection

3

UENO Kiyofumi

Reelection

4

YAMADA Masashi

Reelection

5

NISHIKAWA Kosaburo

Reelection

6

TANIGUCHI Jitsuo

Reelection

7

HIGASHIOKA Takakazu

Reelection

8

INAMOTO Nobuhide

9

YORINO Naoto10EKUNI Shigeki

11

MURATA Haruko

Reelection
OutsideIndependent
New Outside
Independent
New Outside
Independent
New Outside
Independent

Representative Director andPresident
Representative Director andExecutive Vice President
Overall Operations and in
charge of Examination
Department; in charge of
Safety, Sanitation, Quality, andEnvironmental Department; incharge of Purchasing
Department
Director and Senior Managing
Executive Officer
General Manager, Engineering
Division; Responsible forTokyo Headquarters
Director and Managing
Executive Officer
General Manager, Electricity
Division
Director and Managing
Executive Officer
General Manager, Hiroshima
Head OfficeDirector and Managing
Executive Officer
General Manager, Sales
Division
Director and Managing
Executive Officer
General Manager, Planning
Division
Director (Outside Director)

Status ofattendanceat Board of
Directors
Meetings
12/12(100%)

12/12(100%)

12/12(100%)

12/12(100%)
12/12(100%)
12/12(100%)
10/10(100%)
10/10(100%)

1

SAKOTANI Akira (Born October 10, 1951)

Past experience, positions, responsibilities, and significant concurrent positions
Jun. 2011 Managing Director and Head, Public Relations and Environmental
Division, The Chugoku Electric Power Company, Incorporated
Jun. 2012 Managing Director; Deputy Head, Power Generation Division; Head,
Property Management DivisionJun. 2013 Managing Director; Deputy Head, Power Generation Division; Head,
Kaminoseki Nuclear Power Plant Siting Project
Jun. 2015 Representative Director and Vice President; Deputy Head, Power
Generation Division; Head, Kaminoseki Nuclear Power Plant Siting
Project
Apr. 2016 Representative Director and Vice President; Head, Power Generation
Division; Head, Kaminoseki Nuclear Power Plant Siting Project
Jun. 2016 Representative Director and Vice President & Senior Managing
Executive Officer; Head, Power Generation DivisionJun. 2018 Representative Director and President, the Company
To the present
Significant concurrent positions: Chairperson, Hiroshima Electrical Association

Reelection
Number of shares of
the Company held:
9,300 shares

Reasons for selection as a candidate for Director
As the COO of the Company, he has made timely and accurate decisions on important business execution
and policies, and has steadily promoted them. Moreover, he has a wealth of experience and achievements as
a business manager, and has appropriately fulfilled the role of monitoring and supervising businessexecution. Accordingly, the Company has continued to select him as a candidate for Director.

2

TSUTSUMI Takanobu (Born December 17, 1952)

Reelection

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1975 Joined the Company
Jun. 2014 Director; Executive Officer and Deputy General Manager, Engineering
Division; General Manager, Electrical Engineering Department,
Engineering DivisionJun. 2016 Director, Managing Executive Officer, and Deputy General Manager,
Engineering Division; General Manager, Electrical Engineering
Department, Engineering DivisionJun. 2017 Director, Senior Managing Executive Officer, and General Manager,
Engineering DivisionJun. 2019 Representative Director, Executive Vice President, Overall Operations,and in charge of Examination Department; in charge of Safety,
Sanitation, Quality, and Environmental Department; in charge ofMaterials Department
Jul. 2019 Representative Director, Executive Vice President, Overall Operations,and in charge of Examination Department; in charge of Safety,
Sanitation, Quality, and Environmental Department; in charge ofPurchasing Department
To the present

Number of shares of
the Company held:
6,900 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s technology fieldand serving as the head of a business office, and is currently overseeing business execution to achieve goalsof each field as the Executive Vice President. Moreover, as a Director, he has appropriately fulfilled theroles of decision-making, monitoring and supervision of important business execution. Accordingly, theCompany has continued to select him as a candidate for Director.

3

UENO Kiyofumi (Born February 26, 1957)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1975 Joined the Company
Jun. 2013 General Manager, Sales Department, Sales DivisionJun. 2015 Executive Officer and General Manager, Sales Department, Sales
Division
Jun. 2016 Managing Executive Officer and General Manager, Tokyo Headquarters
Jun. 2019 Director, Managing Executive Officer, and General Manager,
Engineering Division; Responsible for Tokyo Headquarters
Jun. 2020 Director, Senior Managing Executive Officer, and General Manager,
Engineering Division; Responsible for Tokyo Headquarters
To the present
Significant concurrent positions: Director, CHUDENKO (Malaysia) Sdn. Bhd.

Reelection
Number of shares of
the Company held:
4,400 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s engineering andsales fields and serving as the head of a business office, and is currently formulating field policies andoverseeing business execution to achieve goals as the supervisor of the technology field. Moreover, as a
Director, he has appropriately fulfilled the roles of decision-making, monitoring and supervision ofimportant business execution. Accordingly, the Company has continued to select him as a candidate for
Director.

4

YAMADA Masashi (Born January 5, 1960)

Past experience, positions, responsibilities, and significant concurrent positions
Feb. 2010 Head, Energy Sales Division (General Supervisor of Distribution), The
Chugoku Electric Power Company, Incorporated
Jun. 2010 Associated with Energy Sales Division; Seconded to the Company
Deputy General Manager, Electricity Division; General Manager,
Electric Power Distribution Department, Electricity Division, theCompany
Jun. 2011 Executive Officer and Deputy General Manager, Electricity Division;
General Manager, Electric Power Distribution Department, Electricity
Division
Jun. 2012 Head, Customer Service Division (Distribution Safety and Quality), The
Chugoku Electric Power Company, Incorporated
Jun. 2016 Head, Customer Service Division (Distribution)
Jun. 2017 Director, Managing Executive Officer, and General Manager,
Electricity Division, the Company
Feb. 2020 Director, Managing Executive Officer, and General Manager,
Electricity Division; General Manager, Electricity Department,
Electricity DivisionJun. 2020 Director, Managing Executive Officer, and General Manager,
Electricity Division
To the present

Reelection
Number of shares of
the Company held:
2,700 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements in the power distribution field in the Chugoku ElectricPower Company, Incorporated and the Company, and is currently formulating field policies and overseeing
business execution to achieve goals as the supervisor of the electricity field of the Company. Moreover, as a
Director, he has appropriately fulfilled the roles of decision-making, monitoring and supervision ofimportant business execution. Accordingly, the Company has continued to select him as a candidate for
Director.

5

NISHIKAWA Kosaburo (Born October 17, 1955)

Reelection

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1974 Joined the Company
Jun. 2013 General Manager, Eastern Yamaguchi Branch
Jun. 2015 Executive Officer and General Manager, Eastern Yamaguchi Branch
Jun. 2016 Executive Officer and General Manager, Osaka Headquarters
Jun. 2019 Director, Managing Executive Officer, and General Manager,
Hiroshima Supervising Branch
To the present

Number of shares of
the Company held:
3,700 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s sales field andserving as the head of a business office in various regions, and is currently overseeing business execution toachieve the goals of the region for which he is responsible as the head of a business office. Moreover, as a
Director, he has appropriately fulfilled the roles of decision-making, monitoring and supervision ofimportant business execution. Accordingly, the Company has continued to select him as a candidate for
Director.

6

TANIGUCHI Jitsuo (Born January 27, 1961)

Past experience, positions, responsibilities, and significant concurrent positions
Sep. 1987 Joined the Company
Jul. 2014 General Manager, Miyoshi Sales OfficeJun. 2016 General Manager, Air Conditioning Piping Engineering Department,
Engineering DivisionJun. 2017 Executive Officer and General Manager, Air Conditioning Piping
Engineering Department, Engineering DivisionJun. 2019 Director, Managing Executive Officer, and General Manager, Sales
DivisionTo the present
Significant concurrent positions: Director, Showa Corporation

Reelection
Number of shares of
the Company held:
3,472 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s technology fieldand serving as the head of a business office, and is currently formulating field policies and overseeing
business execution to achieve goals as the supervisor of the sales field. Moreover, as a Director, he has
appropriately fulfilled the roles of decision-making, monitoring and supervision of important businessexecution. Accordingly, the Company has continued to select him as a candidate for Director.

7

HIGASHIOKA Takakazu (Born December 29, 1960)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1983 Joined the Company
Jul. 2014 General Manager, Business Creation Department
Jun. 2016 General Manager, Business Creation Department I, Planning DivisionJun. 2017 Executive Officer and General Manager, Business Creation Department
I, Planning DivisionJun. 2018 Managing Executive Officer and General Manager, Okayama
Supervising Branch
Jun. 2020 Director, Managing Executive Officer, and General Manager, Planning
DivisionTo the present
Significant concurrent positions: Director, Hiroshima Home Television Co., Ltd.

Reelection
Number of shares of
the Company held:
6,846 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s electricity andplanning fields and serving as the head of a business office, and is currently formulating field policies andoverseeing business execution to achieve goals as the supervisor of the planning field. Moreover, as a
Director, he has appropriately fulfilled the roles of decision-making, monitoring and supervision ofimportant business execution. Accordingly, the Company has continued to select him as a candidate for
Director.

8

INAMOTO Nobuhide (Born November 10, 1953)

Past experience, positions, responsibilities, and significant concurrent
positionsJun. 2001 Director and General Manager, Business Logistics Division, Mazda
Motor Corporation
Mar. 2002 Director and General Manager, Production Engineering DivisionJun. 2002 Executive Officer and General Manager, Production Engineering
Division
Jun. 2003 Executive Officer and General Manager, Quality Division
Apr. 2007 Managing Executive Officer and in charge of Quality Assurance andEnvironment
Apr. 2008 Managing Executive Officer and General Manager, Domestic Business
Division
Nov. 2008 Managing Executive Officer, in charge of Domestic Business, andGeneral Manager, Domestic Business Division
Apr. 2011 Managing Executive Officer and in charge of Domestic Business andFleet Sales
Jun. 2012 Managing Executive Officer and in charge of Domestic Business, Fleet
Sales, and Customer Service
Jun. 2013 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales, Fleet Sales No. 1, and Chairperson, Mazda
Motor (China) Co., Ltd.
Jun. 2015 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales, Fleet Sales No. 1, in charge of Global
Auditing, and Chairman, Mazda Motor (China) Co., Ltd
Apr. 2016 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales and Fleet Sales, and in charge of Global
Auditing
Apr. 2017 Director, Senior Managing Executive Officer, and oversight ofOperations in China, Domestic Sales and Fleet Sales
Jun. 2019 Special Advisor
Jun. 2020 Director, the Company
To the present

Reelection Outside
Independent
Number of shares of
the Company held:
100 shares
Term of office as
Outside Director:
1 year(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 105th
fiscal year (FY2020)(since his
appointment):
10/10

Reasons for selection as a candidate for Outside Director and outline of expected role
By utilizing his high level of insight based on a wealth of experience as a business manager of Mazda
Motor Corporation, he has provided remarks from an independent and fair standpoint at Board of Directors
Meetings and has appropriately fulfilled his role in monitoring and supervising business execution, as wellas provided advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee. The Company believes that we can expect that he will continue tofulfill these roles and has continued to select him as a candidate for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He was a business executive at Mazda Motor Corporation until June 2019. Although there aretransactional relationships such as facilities construction between the Company and Mazda Motor
Corporation, the amount of transactions in the previous fiscal year of the Company is insignificant at lessthan 1% of consolidated sales.

9

YORINO Naoto (Born January 24, 1958)

New Outside
Independent
Number of shares of
the Company held:
0 shares

Past experience, positions, responsibilities, and significant concurrent
positionsApr. 1983 Joined Fuji Electric Manufacturing Co., Ltd.
Apr. 1985 Research Assistant, School of Science and Engineering, Waseda
University
Apr. 1987 Research Associate, School of Engineering, Hiroshima University
Jun. 1990 Associate Professor, School of Engineering
Apr. 1991 Visiting Professor, McGill University, Canada
Apr. 2005 Professor, Graduate School of Engineering, Hiroshima University
Apr. 2009 Vice-Dean, Graduate School of Engineering
Apr. 2019 Vice-Dean, Graduate School of Engineering, and Vice-Dean, School ofEngineering
Apr. 2020 Professor, Graduate School of Advanced Science and Engineering
To the present
Significant concurrent positions: Professor, Graduate School of Advanced Science and Engineering,
Hiroshima University

Reasons for selection as a candidate for Outside Director and outline of expected role
Although he has not been directly involved in corporate management, the Company expects that he will
provide remarks from an independent and fair standpoint at Board of Directors Meetings and appropriately
fulfill his role in monitoring and supervising business execution, as well as provide advice from an
objective perspective at the Nomination Advisory Committee and the Remuneration Advisory Committee
by utilizing his many years of experience as a graduate school professor, etc. and high level of insight basedon his expertise in the field of power system engineering. Accordingly, the Company has newly selected
him as a candidate for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He is a professor at Hiroshima University Graduate School. Although there are transactional relationships
such as facilities construction between the Company and Hiroshima University, the amount of transactionsin the previous fiscal year of the Company is insignificant at less than 1% of consolidated sales. In addition,although the Company has donated to Hiroshima University, the amount of donation in the previous fiscal
year of the Company is insignificant at less than 0.2% of selling, general and administrative expenses.

10 EKUNI Shigeki (Born October 9, 1960)

New Outside
Independent
Number of shares of
the Company held:
0 shares

Past experience, positions, responsibilities, and significant concurrent
positionsMar. 2012 Executive Officer and in charge of Corporate Planning Group, Head
Office Administration Division, Tenmaya Co., Ltd.
May 2013 Director and in charge of Corporate Planning Group, Administration
Division
Apr. 2014 Director and General Manager, Corporate Planning Division
Jan. 2016 Director, General Manager, Sales Division, and Manager, Okayama
Main Store
Feb. 2017 Director, General Manager, Department Store Business Division, andManager, Okayama Main StoreMay 2017 Managing Director, General Manager, Department Store Business
Division, and Manager, Okayama Main Store
Dec. 2017 Representative Director and President, General Manager, Department
Store Business DivisionFeb. 2019 Representative Director and President, General Manager, Department
Store Business Division, and General Manager, Corporate Division
To the present
Significant concurrent positions: Representative Director and President, Tenmaya Co., Ltd.

Reasons for selection as a candidate for Outside Director and outline of expected role
The Company expects that he will provide remarks from an independent and fair standpoint at Board of
Directors Meetings and appropriately fulfill his role in monitoring and supervising business execution, as
well as provide advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee by utilizing his high level of insight based on a wealth of experience asa business manager of Tenmaya Co., Ltd. Accordingly, the Company has newly selected him as a candidate
for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He is a business executive at Tenmaya Co., Ltd. Although there are transactional relationships such as
facilities construction between the Company and Tenmaya Co., Ltd., the amount of transactions in theprevious fiscal year of the Company is insignificant at less than 1% of consolidated sales. In addition,although there is a transactional relationship for the purchase of goods between the Company and Tenmaya
Co., Ltd., the amount of transactions in the previous fiscal year of the Company is insignificant at less than
0.1% of cost of sales and selling, general and administrative expenses.

11 MURATA Haruko (Born April 18, 1968)

New Outside
Independent
Number of shares of
the Company held:
0 shares

Past experience, positions, responsibilities, and significant concurrent
positionsApr. 1989 Joined TOTO KIKI LTD. (currently TOTO LTD.)
Nov. 1992 Joined Kagawa Gakuen
Jul. 2011 Joined AYUMI Audit Corporation
Aug. 2012 Registered as Certified Public Accountant
To the present
Nov. 2012 Registered as Certified Public Tax Accountant
To the present
Dec. 2012 Founded Murata Haruko Accounting Firm
To the present
Jul. 2017 Partner, Choshu Audit Corporation
To the present
Significant concurrent positions: Certified Public Accountant and Certified Public Tax Accountant(Murata Haruko Accounting Firm and Choshu Audit Corporation)

Reasons for selection as a candidate for Outside Director and outline of expected role
Although she has not been directly involved in corporate management, the Company expects that she will
provide remarks from an independent and fair standpoint at Board of Directors Meetings and appropriately
fulfill her role in monitoring and supervising business execution, as well as provide advice from an
objective perspective at the Nomination Advisory Committee and the Remuneration Advisory Committee
by utilizing her wealth of experience as a certified public accountant and certified public tax accountant,and high level of insight based on her expertise in accounting and tax affairs. Accordingly, the Company
has newly selected her as a candidate for Outside Director.
Views on independence
She satisfies the “Criteria for Assessing Independence” of the Company, and the Company has
determined that she possesses independence.
She runs Murata Haruko Accounting Firm and is a partner at Choshu Audit Corporation. There is notransactional relationship between the Company and Murata Haruko Accounting Firm or Choshu Audit
Corporation.
(Notes) 1. There are no special interests between candidates for Director and the Company.
2. The number of shares of the Company held for the candidates for Director represents the status as of March 31, 2021.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company toinsure its Directors/Auditors, and the insurance premiums are fully borne by the Company. Said insurance contract
covers legal damages and litigation expenses incurred by the insured in the event that a claim for damages is made asa consequence of an act committed by the insured in accordance with his or her position as Director/Auditor of theCompany. If the election of each candidate is approved, the candidates who are reappointed will continue to be
insured, and the candidates who are newly appointed will be newly insured. The insurance contract will be renewedwith the same content when the renewal period comes during the term of office of each candidate.
4. Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko are candidates for
Outside Director.
5. Matters concerning candidates for Outside Director(1) Conclusion of liability limitation agreements
The Company has currently concluded liability limitation agreement with Mr. INAMOTO Nobuhide, who is
Outside Director, and if his election is approved, the Company will renew the said agreement. If the elections of Mr.
YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko, who are candidates for Outside Director, areapproved, the Company will conclude a similar liability limitation agreement with them.
The maximum amount of liability under the said agreements is the highest amount of the total of remunerationand other allowances for each fiscal year, multiplied by two.
(2) Criteria for Assessing Independence
The Company has set its Criteria for Assessing Independence, which require that candidates satisfy therequirements for Outside Director and Outside Corporate Auditor as stipulated by the Companies Act and the
independence criteria based on the listing regulations of the Tokyo Stock Exchange, Inc.
(3) Submission of Independent Directors
The Company has registered Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms.
MURATA Haruko as Independent Directors based on the stipulations of the Tokyo Stock Exchange, Inc.

Proposal 3: Revision of the Amount of Remuneration for Directors (Outside Directors)
The amount of remuneration, etc. for Directors of the Company was approved at the 96th Annual General
Meeting of Shareholders held on June 27, 2012 as a fixed amount remuneration not exceeding 300 million yen
per year (of which the amount for Outside Directors was approved at the 100th Annual General Meeting of
Shareholders held on June 28, 2016 as an amount not exceeding 13 million yen per year).
Of the fixed amount remuneration for Directors, the Company proposes to revise the fixed amountremuneration for Outside Directors from the current amount of 13 million yen or less per year to 26 million
yen or less per year, in consideration of the responsibilities of Outside Directors, the amount of remuneration
paid to date, and the level of remuneration paid to other Directors of the Company, in order to strengthen the
supervisory function of the Board of Directors, and in light of the increase in the number of Outside Directors(Independent Directors) by two proposed in “Proposal 2: Election of 11 Directors.”
The Company believes that this proposal is in line with the policy for determining the contents ofremuneration, etc. for individual Directors/Auditors stated on pages 19 to 20 of the Japanese version of thisNotice of Convocation, and is appropriate.
The fixed amount remuneration for Directors shall remain unchanged at the current amount of 300 million
yen or less per year.
The number of Directors is currently 11 (including 2 Outside Directors). If Proposal 2 is approved as
proposed, the number will be 11 (including 4 Outside Directors) at the conclusion of this General Meeting of
Shareholders.