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 4968)
June 8, 2020

To Shareholders with Voting Rights:
Takashi Une
Representative Director and President
ARAKAWA CHEMICALINDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, JapanNOTICE OF
THE 90th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially notified of the 90th Annual General Meeting of Shareholders of ARAKAWA CHEMICALINDUSTRIES, LTD. (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing or via the Internet as statedin the Guidance on Exercise of Voting Rights on page 2, so in this case please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 5:30 p.m.
on Monday, June 22, 2020, Japan time.
Tuesday, June 23, 2020 at 10:00 a.m. Japan time
1. Date and Time:(Reception opens from 9:00 a.m. Japan time.)
2. Place:

International Conference Hall
7F of the Osaka Chamber of Commerce and Industry located at
2-8, Honmachibashi, Chuo-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, andNon-consolidated Financial Statements for the Company’s 90th Fiscal Year
(April 1, 2019 - March 31, 2020)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 90th
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors (excluding Directors who are Audit & Supervisory
Proposal 2:
Committee Members)
Election of 4 Directors who are Audit & Supervisory Committee Members
Proposal 3:

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements are posted on the
Company’s website listed below in accordance with the provisions of laws and regulations and Article 15 of the Articles ofIncorporation of the Company, and therefore these are not included in the documents attached to this Notice.
Should matters in the Business Report, Consolidated Financial Statements, Financial Statements, and Reference Documents for
the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s website listed
below.
[The Company’s website] https://www.arakawachem.co.jp/

Guidance on the Exercise of Voting Rights

Exercise of Voting Rights in Writing:
Please indicate your consent/dissent for the proposals on the enclosed Voting Rights Exercise Form andreturn it to us so that it arrives no later than 5:30 p.m. Japan Time on Monday, June 22, 2020.

Exercise of Voting Rights via the Internet, etc.:
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) and enter your vote foror against for each proposal no later than 5:30 p.m. Japan Time on Monday, June 22, 2020.
For details, please see the “Guidance on Exercise of Voting Rights via the Internet, etc.” on pages 3.
For shareholders using a smartphone
If you exercise your voting rights via smartphone, you can log in to the website only once without
entering the Login ID and the Temporary Password.

Handling of a voting right exercised multiple times
1)

If you have exercised a voting right both in writing and via the Internet, the content of the voting right
exercised via the Internet will be considered valid.

2)

If you have exercised a voting right multiple times via the Internet, the content of the last vote will beconsidered valid.

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.

-2-

Guidance on Exercise of Voting Rights via the Internet, etc.
If you exercise your voting rights via the Internet, please use your smartphone, personal computer, or othermethods to access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by theCompany, and exercise your voting rights by following the instructions on the screen.
Deadline for the exercise of voting rights:
No later than 5:30 p.m. Japan Time on Monday,
June 22, 2020
* Please note that no votes can be accepted from 2:00 a.m. to 5:00 a.m.
Login with a QR CodeYou can log in to the website for the exercise of voting rights without entering the Login ID or the Temporary
Password printed on the Voting Rights Exercise Form.
(1)(2)

Scan the QR Code printed at the right-hand side of the Voting Rights Exercise Form.
Follow the instructions on the screen and select Approval or Disapproval.

Please refer to the brochure enclosed for details.
Login with a QR Code is available only one time.
If you wish to change the content of your vote after exercising your voting right once, please see instructions
under “Login with the Login ID and Temporary Password” below.

Login with the Login ID and Temporary Password:
Website for exercise of voting rights:
(1)
(2)
(3)
(4)

https://evote.tr.mufg.jp/

Access the website for the exercise of voting rights.
Enter the Login ID and the Temporary Password printed on the Voting Rights Exercise Form.
Register new password.
Follow the instructions on the screen and select Approval or Disapproval.

Notes(1) Any fees incurred for accessing the website for the exercise of voting rights (Internet connection fees,
telephone charges, communication fees, etc.) will be borne by shareholders.
(2) Depending on the Internet environment, you may not be able to use the above website for exercise of
voting rights.
Inquiries related to systems, etc.
Mitsubishi UFJ Trust and Banking Corporation
Stock Transfer Agency Division (Help Desk)
Phone: 0120-173-027 (toll-free, within Japan)(Hours: 9:00 a.m. to 9:00 p.m.)
To Institutional Shareholders,Institutional shareholders may use the electronic voting platform to exercise voting rights.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy is to maintain a stable, continuous dividend while proactively implementing
shareholder return measures.
In order to strengthen management foundations and achieve sustainable growth, the Company intends toactively utilize internal reserves to ensure the soundness of its financial position, invest in research anddevelopment, make capital investments, and strengthen Group systems to facilitate synergies in developing
technology and customer demand, etc., and shall thus endeavor to enhance business performance.
Comprehensively taking these policies and business performance into consideration, the Company
proposes a year-end dividend of 22 yen per share. As a result, the annual dividend for the fiscal year underreview will increase by 2 yen year-on-year to 44 yen per share including an interim dividend of 22 yen.
The Company proposes the appropriation of surplus for the fiscal year under review as follows.
1. Items Related to the Year-end Dividend(1) Type of dividend property

Cash(2) Items related to the allocationof dividend property toshareholders and its total
amount22 yen per common share
Total of 436,460,838 yen(3) Date the distribution of
surplus comes into effectJune 24, 2020

2. Other Items Related to the Appropriation of Surplus(1) Surplus item to be increased
and its amount

General reserve

1,700,000,000 yen(2) Surplus item to be decreased
and its amount

Retained earnings brought forward

1,700,000,000 yen-4-Proposal 2:

Election of 9 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 10 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 9 Directors (excluding Directors who are Audit & Supervisory Committee Members) is
proposed.
The candidates were decided by the Board of Directors upon the receipt of the report issued by the
Nomination Advisory Committee.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members)
are as follows:No.
1

Reappointment

Name
Takashi Une

2

Reappointment

Yoshiteru Manabe

3

Reappointment

Toru Nobuhiro

4

Reappointment

Manabu Nishikawa

5

Reappointment

Masaya Inaba

6

Reappointment

Hirohiko Morioka

7

Reappointment

Nobuyuki Takagi

89Reappointment
OutsideReappointment
OutsidePositions and responsibilities in the Company
Representative Director and President
Representative Director and Senior Managing
Director; in charge of Technology &Production, Environment and Safety Control
Managing Director; in charge of SHIFT
Promotion; General Manager, Administrative
H.Q.
Director; General Manager, Production H.Q.
Director; General Manager, Research &Development H.Q.; General Manager, R&D
Center; in charge of Quality
Director; General Manager, Tokyo Office;General Manager, Business H.Q.
Director; in charge of Strategic Purchasing;
General Manager, Management Planning
Department
Outside Director

Daisaburo Akita

Outside Director

Elizabeth Masamune

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1983
June 2010

1

2

Number ofshares of theCompany held

Joined the Company
Director, the Company; Representative Director and President,
Pelnox, Ltd.
April 2012
Director; General Manager, Management Planning Department;in charge of Purchasing, the Company
October 2012Managing Director
Managing Director; Chief Business Officer (Business H.Q.);
April
2016
Takashi Une
General Manager, Business H.Q.
(November 17, 1960)
47,100Managing Director; Chief Business Officer (Business H.Q.);
April
2017
Reappointment
General Manager, Business H.Q.; General Manager, Coating
Chemicals Division, Business H.Q.
December 2017 Representative Director and President; Chief Business Officer(Business H.Q.); General Manager, Business H.Q.; General
Manager, Coating Chemicals Division, Business H.Q.
Representative Director and President
April 2018
To present[Reason for nomination as candidate for Director]
Mr. Takashi Une has been involved in administration and planning departments, including overseas, over many years, andafter serving as general manager of a plant, President of a subsidiary, general manager of the management planningdepartment, and Managing Director and Chief Business Officer, has been serving as Representative Director and President
since December 2017, and possesses abundant experience in regard to the overall management of the Group and business
management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in
the enhancement of the Group’s corporate value and growth into a true global company, and has therefore nominated him
as a candidate to continue serving as Director.
April 1983
Joined the Company
June 2008
Director; General Manager, Management Planning Department
April 2009
Director; General Manager, Development Management
Division; General Manager, New Technology & Business
Development Department; General Manager, Tsukuba R&D
CenterJune 2010
Managing Director
Managing Director; Chief Technical Officer (Research &April 2016
Yoshiteru Manabe
Development H.Q., Production H.Q.); in charge of(July 23, 1958)
Environment & Safety Control
49,220December 2017 Representative Director and Senior Managing Director; Chief
Reappointment
Technical Officer (Research & Development H.Q. and
Production H.Q.); in charge of Environment & Safety Control
Representative Director and Senior Managing Director; inApril 2018
charge of Technology & Production and Environment & Safety
Control
Representative Director and Senior Managing Director; inApril 2019
charge of Technology & Production, Environment and Safety
Control
To present[Reason for nomination as candidate for Director]
Mr. Yoshiteru Manabe has been involved in research and development and overseas businesses over many years, and after
serving in positions including President of an overseas subsidiary, general manager of the management planningdepartment, general manager of the research and development department, and Managing Director and Chief Technical
Officer, has been serving as Representative Director since December 2017, and possesses abundant experience in regard to
the overall management of the Group and business management. The Company has judged that he will be able to utilize
this experience to continue playing a sufficient role in the enhancement of the Group’s corporate value and growth into atrue global company, and has therefore nominated him as a candidate to continue serving as Director.

-6-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1984
June 2008

3

4

Number ofshares of theCompany held

Joined the Company
Director; General Manager, Administrative Management
Division; General Manager, Financial & Accounting
Department, Administrative Management Division; General
Manager, Data Processing Department, Administrative
Management Division
October 2010
Director; General Manager, Administrative Management
Division; General Manager, Data Processing Department,
Administrative Management Division
Toru Nobuhiro
April 2014
Director; General Manager, Management Planning Department(July 21, 1960)
45,640Managing Director
June 2015
Reappointment
Managing
Director;
Chief
Strategy
Officer(Strategic
April 2016
Purchasing and Management Planning); General Manager,
Management Planning Department
Managing Director; in charge of Strategic Purchasing, General
April 2018
Manager, Management Planning Department
Managing Director; in charge of Strategic Purchasing; andApril 2019
SHIFT Promotion
April 2020
Managing Director; in charge of SHIFT Promotion; General
Manager, Administrative H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Toru Nobuhiro has been involved in overseeing administration departments as a whole over many years, and after
serving as general manager of the management planning department, currently serves as Managing Director and General
Manager of Administrative H.Q., and possesses abundant experience in regard to the overall management of the Group andbusiness management. The Company has judged that he will be able to utilize this experience to continue playing asufficient role in the enhancement of the Group’s corporate value and growth into a true global company, and has therefore
nominated him as a candidate to continue serving as Director.
April 1981
Joined the Company
October 2011
Officer, General Manager, Production Management Division;
General Manager, Production Technology Development
Manabu Nishikawa
Department; General Manager, Production Logistics Department(October 26, 1957) June 2012
Director; General Manager, Production Management Division;
27,940General Manager, Production Technology Development
Reappointment
Department; General Manager, Production Logistics Department
April 2014
Director; General Manager, Production Management Division
Director; General Manager, Production H.Q.
April 2016
To present[Reason for nomination as candidate for Director]
Mr. Manabu Nishikawa has experience of establishing many overseas offices and has served as President of an overseas
subsidiary, has overseen the production departments of the Group as a whole over many years, and possesses abundant
experience in regard to overall management, and currently serves as Director and General Manager of the Production H.Q.
The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in theenhancement of the Group’s corporate value and growth into a true global company, and has therefore nominated him as a
candidate to continue serving as Director.

-7-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1982
April 2012
April 2015

5

6

Number ofshares of theCompany held

Joined the Company
Officer; Representative Director and President, Pelnox, Ltd.
Officer; General Manager, R&D Center; General Manager,
Development Management Division; General Manager, R&D
Promoting Department, Development Management Division, theCompany
June 2015
Director; in charge of Quality; General Manager, R&D Center;
General Manager, Development Management Division; General
Manager, R&D Promoting Department, Development
Masaya Inaba
Management Division(February 23, 1957) April 2016
23,980
Director; in charge of Quality; General Manager, R&D Center;
Reappointment
General Manager, Research & Development H.Q.; General
Manager, Corporate Development Department, Research &Development H.Q.
Director; in charge of Quality; General Manager, R&D Center;
April 2017
General Manager, Tsukuba R&D Center; General Manager,
Research & Development H.Q.; General Manager, Corporate
Development Department, Research & Development H.Q.
Director; General Manager, Research & Development H.Q.;
April 2018
General Manager, R&D Center; in charge of Quality
To present[Reason for nomination as candidate for Director]
Mr. Masaya Inaba has been involved in the research and development department over many years, has served as Presidentof a subsidiary, etc., currently serves as Director and General Manager of the Research & Development H.Q., and possesses
abundant experience in regard to the research and development department and overall management. The Company has
judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group’s
corporate value and growth into a true global company, and has therefore nominated him as a candidate to continue serving
as Director.
April 1983
Joined the Company
April 2015
Officer; General Manager, Paper Chemicals Division
June 2015
Director; General Manager, Paper Chemicals Division
April 2016
Director; Deputy General Manager, Business H.Q. (in charge
Hirohiko Morioka
of Sales); General Manager, Paper Chemicals Division,(March 27, 1961)
19,900Business H.Q.
Reappointment
Director; General Manager, Business H.Q.
April 2018
Director; General Manager, Tokyo Office; General Manager,
April 2020
Business H.Q
To present[Reason for nomination as candidate for Director]
Mr. Hirohiko Morioka has been involved in the sales department over many years, has served as General Manager of thePaper Chemicals Division, Director and Deputy General Manager of the Business H.Q., currently serves as Director andGeneral Manager of the Business H.Q., and has abundant experience in regard to the sales department and overallmanagement. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in
the enhancement of the Group’s corporate value and growth into a true global company, and has therefore nominated him
as a candidate to continue serving as Director.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1988
April 2012
April 2013
April 2018

7

8

Number ofshares of theCompany held

Joined the Company
General Manager, Strategic Purchasing Division
Officer; General Manager, Strategic Purchasing Division
Officer; General Manager, Coating Chemicals Division,
Nobuyuki Takagi
Business H.Q.
(November 1, 1964) June 2018
7,400
Director; General Manager, Coating Chemicals Division,
Reappointment
Business H.Q.
April 2019
Director; General Manager, Management Planning Department
Director; in charge of Strategic Purchasing; General Manager,
April 2020
Management Planning Department
To present[Reason for nomination as candidate for Director]
Mr. Nobuyuki Takagi has been involved in research, sales, and planning departments, and has served as General Manager
of Strategic Purchasing Division, as well as Director and General Manager of Coating Chemicals Division, Business H.Q.
Currently, he serves as Director and General Manager of Management Planning Department and possesses abundant
experience in regard to material and sales departments, and overall management. The Company has judged that he will beable to utilize this experience to continue playing a sufficient role in the enhancement of the Group’s corporate value andgrowth into a true global company, and has therefore nominated him as a candidate to continue serving as Director.
April 1976
Joined MITSUI & CO., LTD.
April 2010
Associate Officer; Chairman and Managing Director, MITSUI& CO., LTD. (AUSTRALIA) LTD.; Chairman, Mitsui & Co
NZ Limited
April 2013
Associate Officer, Basic Chemicals Business Unit, MITSUI &Daisaburo Akita
CO., LTD.
(November 19, 1953)
June 2013
Director; General Manager, Chemicals Business Division;
700
Reappointment
General Manager, Purchasing Department, Honshu Chemical
OutsideIndustry Co., Ltd.
June 2016
Managing Director; General Manager, Chemicals Business
Division; General Manager, Purchasing Department
June 2018
Outside Director, the Company
To present[Reason for nomination as candidate for Outside Director]
Mr. Daisaburo Akita has abundant experience in corporate management at another company and high-level of insights, andhas provided valuable views and straightforward observations regarding the management of the Group. The Company
expects he will continue playing a sufficient role in the enhancement of the Group’s corporate value, growth into a true
global company, and the strengthening and enhancement of corporate governance, and has therefore nominated him as a
candidate for Outside Director.
[Term of office as Outside Director of the Company]
Two (2) years at the conclusion of this General Meeting

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
January 1987
April 1996
April 1999
August 2002
August 2007
October 2011

Elizabeth Masamune September 2013
(April 5, 1960)
Reappointment
March 2014
OutsideJuly 2015
June 2019
9

Joined Australian Trade Commission, Australian Embassy(Tokyo)Counsellor, Australian Embassy (Jakarta)
Counsellor, Australian Embassy (Hanoi)Counsellor, Australian Embassy (Seoul)
Minister; Australian Embassy, General Manager; Australian
Trade Commission (Tokyo)
General Manager; Northeast Asia, Australian Trade Commission(Sydney)
General Manager; Trade Headquarters, Australian Trade
Commission (Sydney)
President, @Asia Associates Inc. (Sydney)
President, @Asia Associates Japan Inc.
Outside Director, the Company
To present

Number ofshares of theCompany held

200

[Significant concurrent positions]
President, @Asia Associates Japan Inc.
Member; Council of Management, Chiba University
Senior Managing Director; Awaji Youth Federation, Pasona Group, Inc.
Outside Director, Faith, Inc.
[Reason for nomination as candidate for Outside Director]
Ms. Elizabeth Masamune has international experience as a diplomat, abundant experience in corporate management andhigh-level of insights, and has provided valuable views and straightforward observations regarding the management of theGroup. The Company expects she will continue to play a sufficient role in the enhancement of the Group’s corporate value,
growth into a true global company, and the strengthening and enhancement of corporate governance, and has therefore
nominated her as a candidate for Outside Director.
[Term of office as Outside Director of the Company]
One (1) year at the conclusion of this General Meeting(Notes) 1. There are no special interests between any of the candidates and the Company.
2. The Company has entered into agreements with Mr. Daisaburo Akita and Ms. Elizabeth Masamune, in accordancewith the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability pursuant to Article 423,
Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. The Company intends to enter into such limited liability
agreements with Mr. Daisaburo Akita and Ms. Elizabeth Masamune if their appointments are approved.
3. Mr. Daisaburo Akita and Ms. Elizabeth Masamune satisfy the criteria for independence of Outside Directors of theCompany. The Company has registered them as Independent Directors with Tokyo Stock Exchange, Inc. If their
appointments are approved, the Company will file the notification of them as Independent Directors.

- 10 -

Proposal 3:

Election of 4 Directors who are Audit & Supervisory Committee Members

The terms of office of all 3 Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of 4
Directors who are Audit & Supervisory Committee Members is proposed.
The Audit & Supervisory Committee has previously given its approval to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Member are as follows:
No.
1
2
3
4

Name
New Candidate
Reappointment
OutsideNew Candidate
OutsideReappointment
OutsidePositions and responsibilities in the Company
Director, in charge of Special Assignments
under President
Outside Director; Standing Audit & Supervisory
Committee Member

Yasutomo Miyashita
Shigeto Murakami
Naohisa Maruta
Masahiro Nakatsukasa- 11 -

Outside Director ; Audit & Supervisory
Committee Member

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
March 1991

1

2

Number ofshares of theCompany held

Joined Mitsubishi Petrochemical Co., Ltd. (present Mitsubishi
Chemical Corporation)
December 2009 Joined the Company
April 2012
Officer; General Manager, Financial & Accounting Department,
Administrative Management Division
June 2013
Director; General Manager, Financial & Accounting
Department, Administrative Management Division
Director; General Manager, Administrative Management
April 2014
Yasutomo Miyashita
Division; General Manager, Financial & Accounting
Department, Administrative Management Division; General(January 25, 1957)
19,100Manager, Data Processing Department, Administrative
New Candidate
Management Division
April 2016
Director; Chief Financial Officer (Administrative H.Q.); General
Manager, Administrative H.Q.; General Manager, Financial &Accounting Department, Administrative H.Q.; General Manager,
Data Processing Department, Administrative H.Q.
April 2018
Director; General Manager, Administrative H.Q.
April 2020
Director; in charge of Special Assignments under President
To present[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Yasutomo Miyashita has been involved in the areas of accounting and finance in the Company over many years,
possesses abundant experience in regard to overall management, including serving as General Manager of the
Administrative Headquarters overseeing other administrative departments as a whole. The Company has judged that he will
be able to play a sufficient role in the Group’s growth into a true global company and the strengthening and enhancement ofcorporate governance, and has therefore nominated him as a candidate to serve as Director who is an Audit & Supervisory
Committee Member.
April 1978
Joined The Sanwa Bank, Ltd. (present MUFG Bank, Ltd.)
June 2006
Officer; General Manager, East Osaka Central Branch
Shigeto Murakami July 2008
Joined Heiwado Co., Ltd.
(November 25, 1954) May 2010
Director; General Manager, Training and Personnel Department
Director; General Manager, Affiliated Businesses Department
2,600
February 2012
Standing Corporate Auditor
Reappointment
May 2013
Outside Director; Standing Audit & Supervisory Committee
OutsideJun 2016
Member, the Company
To present[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member]
Mr. Shigeto Murakami possesses experience as an officer at another company and a high level of insight in regard tocorporate management, and has provided valuable views and straightforward observations regarding the management of theGroup as Outside Director who is an Audit & Supervisory Committee Member. The Company has judged that he will beable to play a sufficient role in the Group’s growth into a true global company and the strengthening and enhancement ofcorporate governance, and has therefore nominated him as a candidate to continue serving as Outside Director who is an
Audit & Supervisory Committee Member.
[Term of office as Outside Director of the Company]
Four (4) years at the conclusion of this General Meeting- 12 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1982
October 2007
May 2009

3

4

Joined The Sanwa Bank, Ltd. (present MUFG Bank, Ltd.)
Officer; General Manager, Hiroshima Branch
General Manager, Corporate Research Department; General
Manager, Economic Research Office, Planning Department
November 2010 Joined MU Frontier Servicer Co., Ltd.
Naohisa Maruta
Director; in charge of Regional Banks Management Office
June 2011(June 15, 1958)
Director; General Manager, Human Resources Department
June 2012―
New Candidate
Managing Director; General Manager, Human Resources
June 2015
Department
OutsideManaging Director; General Manager, Management
June 2017
Administration Division
June 2018
Senior Managing Director; General Manager, Management
Administration Division
To present[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member]
Mr. Naohisa Maruta possesses experience as an officer at another company and a high level of insight in regard tocorporate management. The Company has judged that he will be able to provide valuable views and straightforward
observations regarding the management of the Group as Outside Director who is an Audit & Supervisory Committee
Member and play a sufficient role in the Group’s growth into a true global company and the strengthening andenhancement of corporate governance, and has therefore nominated him as a candidate to serve as Outside Director who is
an Audit & Supervisory Committee Member.
April 1994
Registered as attorney-at-law (Osaka Bar Association)
Joined Chuo Sogo Law Office (present Chuo Sogo Law Office,April 1994
P.C.)
April 2015
Deputy Chairman, Osaka Bar Association
June 2015
Outside Corporate Auditor, the Company
Outside Director; Audit & Supervisory Committee Member,June 2016
the Company
Masahiro Nakatsukasa
To present(January 19, 1965)
3,400
Reappointment[Significant concurrent positions]
OutsideOutside Director; Audit & Supervisory Committee Member, Asaka Industrial Co.,Ltd.
Outside Director; Audit & Supervisory Committee Member, Nippon Dentsu
Corporation
Outside Director, NAKAYAMA STEEL WORKS., LTD.
Outside Corporate Auditor, JSH Co., Ltd.
[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member]
Mr. Masahiro Nakatsukasa has thus far provided valuable views and straightforward observations regarding themanagement of the Group as an Outside Corporate Auditor, from an objective perspective with a high level of
independence, based on his specialist legal knowledge and experience as an attorney. The Company has judged that he will
be able to play a sufficient role in the Group’s growth into a true global company and the strengthening and enhancement ofcorporate governance by participating in the management of the Company from the standpoint of an Audit & Supervisory
Committee Member, and has therefore nominated him as a candidate to continue serving as Outside Director who is an
Audit & Supervisory Committee Member.
[Term of office as Outside Director of the Company]
Four (4) years at the conclusion of this General Meeting(Notes) 1. There are no special interests between any of the candidates and the Company.
2. The Company has entered into agreements with Mr. Shigeto Murakami and Mr. Masahiro Nakatsukasa, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability pursuant to
Article 423, Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to theagreement is the minimum amount stipulated by laws and regulations. The Company intends to continue such
limited liability agreements with Mr. Shigeto Murakami and Mr. Masahiro Nakatsukasa if their appointments areapproved.

- 13 -

3. Mr. Shigeto Murakami and Mr. Masahiro Nakatsukasa satisfy the criteria for independence of Outside Directors of
the Company. If their appointments are approved, the Company will continue to file the notification of them as
Independent Directors.
4. If the appointment of Mr. Naohisa Maruta is approved, the Company intends to enter into an agreement with him, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to theagreement is the minimum amount stipulated by laws and regulations.
5. Mr. Naohisa Maruta satisfies the criteria for independence of Outside Directors of the Company. If his appointments
is approved, the Company will file the notification of him as Independent Directors with the Tokyo Stock
Exchange.

- 14 -