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 4968)
May 31, 2024
To Shareholders with Voting Rights:
Nobuyuki Takagi
Representative Director and President
ARAKAWA CHEMICALINDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, JapanNOTICE OF THE 94th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
You are cordially notified of the 94th Annual General Meeting of Shareholders of ARAKAWA CHEMICALINDUSTRIES, LTD. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and thus posted the matters regarding measures for electronic provision on the following website on
the Internet as the “NOTICE OF THE 94th ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company's website: https://www.arakawachem.co.jp/en/ir/
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange (TSE) website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above TSE website, enter or search for the Company name or stock exchange code andselect “Basic information” and then “Documents for public inspection/PR information” to find theinformation.
In lieu of attending the meeting, you can exercise your voting rights via the Internet or in writing as statedin the Guidance on Exercise of Voting Rights on page 3, so in this case please review the Reference
Documents for the General Meeting of Shareholders included in the matters regarding measures for electronic
provision, and exercise your voting rights no later than 5:30 p.m. on Wednesday, June 19, 2024, Japan time.
Thursday, June 20, 2024 at 10:00 a.m. Japan time
1. Date and Time:(Reception opens from 9:00 a.m. Japan time.)
2F CITYPLAZA OSAKA, SAN
2. Place:
2-31, Honmachibashi, Chuo-ku, Osaka
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the Company’s 94th Fiscal Year (April
1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 94th
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 7 Directors (excluding Directors who are Audit & Supervisory
Proposal 2:
Committee Members)

Proposal 2:
Proposal 3:

Election of 3 Directors who are Audit & Supervisory Committee Members

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Among the matters regarding measures for electronic provision, principal business activities, key sales offices and plants, thesituation of employees, key lenders, and other important matters concerning the current situation of the Group, the situation of
Accounting Auditor, the basic policy on internal control and status of operations, Consolidated Statements of Changes in Equity,
Notes to the Consolidated Financial Statements, Non-consolidated Statements of Changes in Equity, and Notes to the Nonconsolidated Financial Statements are not included in the documents delivered to shareholders in accordance with the provisionsof laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company. Therefore, the documents
delivered are part of the documents audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing audit
reports.
If revisions to the matters regarding measures for electronic provision arise, the revised versions will be posted on the Company's
website and the TSE website.

Guidance on the Exercise of Voting Rights

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 Wednesday, June 19, 2024.
For details, please see the “Guidance on Exercise of Voting Rights via the Internet, etc.” on the next page.
For shareholders using a smartphone
If you exercise your voting rights via smartphone, you can log in to the website without entering the
Login ID and the Temporary Password.

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 Wednesday, June 19, 2024. If neither
consent nor dissent for a proposal is indicated on the Voting Rights Exercise Form, it shall be deemed as
an indication of consent.

Handling of a voting right exercised multiple times
1)

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

2)

If you have exercised a voting right more than once via the Internet, only the last vote will beconsidered effective.

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.
(Reception opens from 9:00 a.m. Japan time.)

Guidance on Exercise of Voting Rights via the Internet, etc.
If you exercise your voting rights via the Internet, etc., please use your smartphone, personal computer, orother methods to access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by
the Company, 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 Wednesday,June 19, 2024
* Please note that no votes can be accepted from 2:30 a.m. to 4:30 a.m.
If you log in to the website by scanning a QR Code:Scanning the QR Code for Login will allow you to log in to the website without the need for entering the
Login ID and the Password.
Scan the QR Code for Login printed at the lower right of the enclosed Voting Rights Exercise
Form using your smartphone.
* QR Code is a registered trademark of Denso Wave Incorporated.
(2)
After that, follow the instructions on the screen and select Approval or Disapproval.

(1)

If you log in to the website by entering the Login ID and Password:
Website for the exercise of voting rights: https://evote.tr.mufg.jp/
(1)
(2)

(3)

Access the above website for the exercise of voting rights with a PC or smartphone.
Enter the Login ID and the Temporary Password printed on the Voting Rights Exercise Formand click on the Log in button.
[1] Enter the Login ID and the Temporary Password.
[2] Click the Log in button.
After that, follow the instructions on the screen and select Approval or Disapproval.

Inquiries related to the exercise of voting rights via the Internet
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.)
If you have exercised a voting right more than once via the Internet, only the last vote will be consideredeffective. If you have exercised a voting right both on a PC and on a smartphone, only the last vote will beconsidered effective.
Notes(1) You will be notified of your new Login ID and Temporary Password every time a General Meeting of
Shareholders is convened.
(2) Any fees incurred for accessing the website for the exercise of voting rights (such as Internet connectionfees) will be borne by shareholders.
To Institutional Shareholders,Institutional shareholders who have applied in advance to use the electronic voting platform operated by
ICJ, Inc. may use the platform to exercise their voting rights.

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.
Under these policies, the Company has re-recorded a net loss for the fiscal year under review, but it was
associated with the management judgment toward sustainable growth in Hydrogenated Hydrocarbon Resin
business and was largely attributable to temporary factors. Therefore, the Company proposes a year-end
dividend of 24 yen per share. As a result, the annual dividend for the fiscal year under review will total 48 yen
per share including an interim dividend of 24 yen.
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
amount24 yen per common share
Total of 476,130,936 yen(3) Date the distribution of
surplus comes into effectJune 21, 2024

Proposal 2:

Election of 7 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 7 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 7 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.
Name
Positions and responsibilities in the Company
Representative Director and President; General
1
Reappointment
Nobuyuki TakagiManager, Business H.Q.
Managing Director; in charge of Administration
Toru Nobuhiro
2
Reappointment
and KIZUNA Promotion
3

Reappointment

Takashi Une

4

Reappointment

Takumi Okazaki

5

New Candidate

Nobuyuki Fuke

6
7

Reappointment
OutsideIndependent
New Candidate
OutsideIndependent

Elizabeth Masamune

Toshiya Koyama

Director Corporate Counsellor
Director; in charge of Production, Quality
Assurance, Environment and Security; General
Manager, Research and Development H.Q.
Officer; General Manager, Corporate Planning
H.Q. and Corporate Planning Department
Non-executive Director

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1988
June 2018

1

Number ofshares of theCompany held

Joined the Company
Director; General Manager, Coating Chemicals Division,
Business H.Q.
April 2019
Director; General Manager, Management Planning Department
April 2020
Director; in charge of Strategic Purchasing; General Manager,
Management Planning Department
April 2021
Director; in charge of Strategic Purchasing and Business
Strategy; General Manager, Management Planning Department
Nobuyuki Takagi
June 2022
Managing Director; in charge of Strategic Purchasing and(November 1, 1964)
26,500Business Strategy; General Manager, Management Planning
Reappointment
Department
April 2023
Managing Director; in charge of Strategic Purchasing; General
Manager, Corporate Planning H.Q. and Corporate Planning
Department
June 2023
Senior Managing Director; in charge of Strategic Purchasing andEnvironment; General Manager, Corporate Planning H.Q. andCorporate Planning Department
April 2024
Representative Director and President; General Manager,
Business H.Q. (incumbent)[Reason for nomination as candidate for Director]
Mr. Nobuyuki Takagi has been involved in research, sales, and planning departments, and after serving as General Manager
of Strategic Purchasing Division, Director and General Manager of Coating Chemicals Division, Business H.Q., Managing
Director and General Manager of Corporate Planning H.Q., and Senior Managing Director and General Manager ofCorporate Planning H.Q., he has been serving as Representative Director and President since April 2024, 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.

Name(Date of birth)

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

2

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
April 2014
Director; General Manager, Management Planning Department
June 2015
Managing Director
Toru Nobuhiro
April 2016
Managing Director; Chief Strategy Officer (Strategic Purchasing(July 21, 1960)
70,740and Management Planning); General Manager, Management
Reappointment
Planning Department
April 2018
Managing Director; in charge of Strategic Purchasing; General
Manager, Management Planning Department
April 2019
Managing Director; in charge of Strategic Purchasing; andSHIFT Promotion
April 2020
Managing Director; in charge of SHIFT Promotion; General
Manager, Administrative H.Q.
April 2021
Managing Director; in charge of KIZUNA Promotion; General
Manager, Administrative H.Q.
April 2024
Managing Director; in charge of Administration and KIZUNA
Promotion (incumbent)[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 in charge of
Administration, 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.

Name(Date of birth)

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

3

4

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
April 2016
Managing Director; Chief Business Officer (Business H.Q.);
Takashi Une
General Manager, Business H.Q.
(November 17, 1960)
92,500April 2017Managing Director; Chief Business Officer (Business H.Q.);
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.
April 2018
Representative Director and President
April 2024
Director Corporate Counsellor (incumbent)[Reason for nomination as candidate for Director]
Mr. Takashi Une served as Representative Director and President until March 2024, and possesses abundant experience inregard to the overall management of the Group and business management. The Company has judged that he will be able toutilize this experience and high-level of insights 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 1984
Joined the Company
April 2017
Officer, the Company; Representative Director and President,
KOATSU CHEMICAL INDUSTRIES, LTD.
April 2019
Officer; General Manager, Coating Chemicals Division,
Business H.Q., the Company
April 2021
Officer; General Manager, Business Strategy Division
April 2022
Officer; General Manager, R&D Center; General Manager,
Takumi Okazaki
Research and Development H.Q.
(March 1, 1962)
15,400June 2022
Director; in charge of Quality Assurance; General Manager,
Reappointment
R&D Center; General Manager, Research and Development
H.Q.
June 2023
Director; in charge of Quality Assurance and Security; General
Manager, R&D Center; General Manager, Research andDevelopment H.Q.
April 2024
Director; in charge of Production, Quality Assurance,
Environment and Security; General Manager, Research andDevelopment H.Q. (incumbent)[Reason for nomination as candidate for Director]
Mr. Takumi Okazaki has been involved in the research and development department over many years, has served as
President of a subsidiary, General Manager of Coating Chemicals Division, General Manager of Business Strategy
Division. He currently serves as Director and General Manager of Research and Development H.Q. and possesses abundant
experience in regard to the research and development department, business strategies and overall management. The
Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancementof the Group’s corporate value and growth into a true global company, and has therefore nominated him as a candidate tocontinue serving as Director.

Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 1998
April 2020
April 2022

5

Joined the Company
Representative Director and President, Arakawa Europe GmbH
Deputy Head of Administrative H.Q.; General Manager, Human
Nobuyuki Fuke
Resources Department(November 25, 1975)
4,400
April 2023
Officer; Deputy Head of Administrative H.Q.; General Manager,
New Candidate
Human Resources Department
April 2024
Officer; General Manager, Corporate Planning H.Q. andCorporate Planning Department (incumbent)[Reason for nomination as candidate for Director]
Mr. Nobuyuki Fuke has been involved in administration and overseas business including serving as President of a
subsidiary. He currently serves as Officer and General Manager, Corporate Planning H.Q. and possesses abundant
experience in regard to the overall management of the Group and business management. The Company has judged that hewill 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 for Director.
January 1987
Joined Australian Trade Commission, Australian Embassy(Tokyo)April 1996
Counsellor, Australian Embassy (Jakarta)
April 1999
Counsellor, Australian Embassy (Hanoi)
August 2002
Counsellor, Australian Embassy (Seoul)August 2007
Minister; Australian Embassy, General Manager; Australian
Trade Commission (Tokyo)
October 2011
General Manager; Northeast Asia, Australian Trade Commission
Elizabeth Masamune(Sydney)(April 5, 1960)
September 2013 General Manager; Trade Headquarters, Australian Trade
Reappointment
2,600
Commission (Sydney)
OutsideMarch 2014
President, @Asia Associates Inc. (Sydney)
Independent
July 2015
President, @Asia Associates Japan Inc. (incumbent)
June 2019Non-executive Director, the Company (incumbent)

6[Significant concurrent positions]
President, @Asia Associates Japan Inc.
President, Awaji Youth Federation, Pasona Group Inc.
Director, Faith, Inc.
Outside Director, Asteria Corporation
Outside Director, Financial Partners Group Co., Ltd.
[Reason for nomination as candidate for Non-executive Director and expected roles]
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 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 her as a candidate for Non-executive Director.
[Term of office as Non-executive Director of the Company]
Five (5) years at the conclusion of this General Meeting

Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 1986
April 2013

7

Joined Teijin Limited.
Corporate Officer (Riji), Teijin Group
General Manager, New Materials Business Development
Department
Chief Representative of Teijin Electronics Korea Co., Ltd.
Toshiya Koyama
April 2015
Corporate Officer, Teijin Group(May 19, 1960)
April 2017
Executive Officer, Teijin GroupNew Candidate—
General Manager, Material Business Group
OutsideApril 2020
President, Material Business of Teijin Group
Independent
June 2020
Executive Officer, Director, Teijin Limited
April 2021
Executive Officer, Director, Chief Social Responsibility Officer,
Responsible for Corporate Audit Department
April 2023
Mission Executive and Member of the Board
June 2023
Mission Executive (incumbent)[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Toshiya Koyama has abundant experience in corporate management and start of new businesses at another company
and high-level of insights. The Company expects he will provide valuable views and straightforward observations
regarding the management of the Group and 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 him as a candidate for Non-executive Director.
(Notes) 1. There are no special interests between any of the candidates and the Company.
2. Ms. Elizabeth Masamune satisfies the criteria for independence of Non-executive Directors of the Company. If her
reappointment is approved, the Company will file the notification of her as Independent Director. Mr. Toshiya
Koyama also satisfies the criteria for independence of Non-executive Directors of the Company. If his appointment
is approved, the Company will file the notification of him as Independent Director.
3. The Company has entered into agreement with Ms. Elizabeth Masamune, in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act, to limit her liability pursuant to Article 423, Paragraph 1 of theCompanies Act. However, the maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations. The Company intends to continue such a limited liability agreement with Ms.
Elizabeth Masamune if her reappointment is approved. The Company also intends to enter into the same agreementwith Mr. Toshiya Koyama if his appointment is approved.
4. The Company has entered into indemnity agreements with all directors and officers (main business executors
including Directors, Directors who are Audit & Supervisory Committee Members, and Officers) pursuant to theprovisions of Article 430-2, Paragraph 1 of the Companies Act, under which the Company will indemnify costs
provided for by item 1 of the same Paragraph and losses provided for by item 2 of the same Paragraph within theranges stipulated by laws and regulations. If each candidate is elected and appointed Director, the Company intends
to enter into the same indemnity agreements with each of Directors.
5. The Company has concluded a directors and officers liability insurance (“D&O Insurance”) contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers(main business executors including Directors, Directors who are Audit & Supervisory Committee Members, andOfficers) as the insured. The insurance policy covers damages that may arise when the insured assume liability forthe execution of their duties (however, certain exemptions apply). Furthermore, the Company will pay the entire
amount of insurance premiums, and the insured will not bear the premiums. If each candidate is elected andappointed Director, they will become the insured persons under the D&O Insurance. The D&O Insurance is valid fora period of one (1) year, and it will be renewed after a resolution of the Board of Directors prior to its expiration.

Proposal 3: Election of 3 Directors who are Audit & Supervisory Committee Members
The terms of office of all 3 Audit & Supervisory Committee Members will expire at the conclusion of thisyear’s Annual General Meeting of Shareholders. Accordingly, the election of 3 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 Members are as follows:
No.
1
2
3

Name
Reappointment
New Candidate
OutsideIndependent
Reappointment
OutsideIndependent

Jiro Mizuya

Positions and responsibilities in the Company
Director; Standing Audit & Supervisory
Committee Member

Jun Minami

Masahiro Nakatsukasa

Non-executive Director; Audit & Supervisory
Committee Member

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1984
April 2015

1

2

Number ofshares of theCompany held

Joined the Company
Officer, the Company; Representative Director and President,
Pelnox, Ltd.
April 2020
Officer; General Manager, Functional Materials Division,
Jiro Mizuya
Business H.Q., the Company(March 5, 1961)
12,240April 2021
Officer; General Manager, Fine Chemicals & Electronics
Reappointment
Division
April 2022
Officer; Deputy General Manager, Business H.Q.
June 2022
Director; Standing Audit & Supervisory Committee Member(incumbent)[Reason for nomination as candidate for Director]
Mr. Jiro Mizuya has been involved in the research and development department over many years, has served as President ofsubsidiaries, General Manager of Functional Materials Division, General Manager of Fine Chemicals & Electronics
Division and Deputy General Manager, Business H.Q., and currently serves as Director who is an Audit & Supervisory
Committee Member. He possesses abundant experience in regard to the research and development department, risk
management in new businesses and overall management. The Company expects he will play a sufficient role in theenhancement of the Group’s corporate value, growth into a true global company, and the strengthening and enhancement ofcorporate governance, and has therefore nominated him as a candidate for Director who is an Audit & Supervisory
Committee Member.
April 1987
Joined The Sanwa Bank, Ltd. (present MUFG Bank, Ltd.)
February 2011
Deputy Director, Corporate Banking Division No. 2 for theAmericas, Headquarters of the Americas, The Bank of TokyoMitsubishi UFJ, Ltd. (present MUFG Bank, Ltd.)
April 2013
Seconded to Corporate Planning Division, Mitsubishi UFJ
Financial Group, Inc.; General Manager, Investor Relations
OfficeJun Minami
May 2015
President, Ginza Branch, The Bank of Tokyo-Mitsubishi UFJ,
(July 9, 1964)
Ltd. (present MUFG Bank, Ltd.)New Candidate
February 2017
Joined UNILITA Inc., Accounting Department Manager—
OutsideApril 2017
Executive officer; Group Operations Division Manager;
Independent
Operations Department Manager; Accounting Department
Manager; in charge of public relations and IR Office
June 2017
Director; Executive officer; Group Operations Division
Manager; Operations Department Manager; Accounting
Department Manager; in charge of public relations and IR Office
April 2020
Director; Executive officer; Group Operations Division Manager
June 2022
Joined DAIDO KOGYO CO., LTD., Deputy General Manager
of Planning Division[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Jun Minami has experience in serving as officer at another company and high-level of insights in corporate
management. The Company expects that he will provide valuable views and straightforward observations regarding themanagement of the Group as Non-executive Director who is an Audit & Supervisory Committee Member and be able toplay 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 for Non-executive Director who is an Audit &Supervisory Committee Member.

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1994
April 1994
July 2012

3

Number ofshares of theCompany held

Registered as attorney-at-law (Osaka Bar Association)
Joined Chuo Sogo Law Office (present Chuo Sogo Law Office,
P.C.)
Representative Partner, Chuo Sogo Law Office, P.C.
(incumbent)
Deputy Chairman, Osaka Bar Association
Outside Corporate Auditor, the Company
Non-executive Director; Audit & Supervisory Committee
Member, the Company (incumbent)

April 2015
Masahiro Nakatsukasa June 2015
(January 19, 1965) June 2016
Reappointment
5,600
OutsideIndependent[Significant concurrent positions]
Attorney (Representative Partner, Chuo Sogo Law Office, P.C.)
Outside Director; Audit & Supervisory Committee Member, Asaka Industrial Co.,Ltd.
Outside Director, NAKAYAMA STEEL WORKS., LTD.
Outside Corporate Auditor, JSH Co., Ltd.
Outside Director, Osaka Mazda Motor Corporation[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Masahiro Nakatsukasa has thus far provided valuable views and straightforward observations regarding themanagement of the Group as Non-executive Director who is an Audit & Supervisory Committee Member, from an
objective perspective with a high level of independence, based on his specialist legal knowledge and experience as an
attorney. The Company expects 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 of corporate governance by participating in the management of theCompany, and has therefore nominated him as a candidate to continue serving as Non-executive Director who is an Audit& Supervisory Committee Member. Mr. Nakatsukasa has not been involved in corporate management in ways other thanbeing an outside officer, but for the above reason, the Company believes he will be able to perform duties as a Nonexecutive Director appropriately.
[Term of office as Non-executive Director of the Company]
Eight (8) years at the conclusion of this General Meeting(Notes) 1. There are no special interests between any of the candidates and the Company.
2. Mr. Masahiro Nakatsukasa satisfies the criteria for independence of Non-executive Directors of the Company. If
his reappointment is approved, the Company will file the notification of him as Independent Director. Mr. Jun
Minami also satisfies the criteria for independence of Non-executive Directors of the Company. If his appointment isapproved, the Company will file the notification of him as Independent Director.
3. The Company has entered into an agreement with Mr. Masahiro Nakatsukasa, in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act, to limit his liability pursuant to Article 423, Paragraph 1 of theCompanies Act. However, the maximum amount of liability pursuant to the agreement is the minimum amountstipulated by laws and regulations.
The Company intends to continue such a limited liability agreement with Mr. Masahiro Nakatsukasa if his
appointment is approved.
4. The Company intends to enter into an agreement with Mr. Jun Minami, 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 if his appointment is approved. However, the maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations.
5. The Company has entered into indemnity agreements with all directors and officers (main business executors
including Directors, Directors who are Audit & Supervisory Committee Members, and Officers) pursuant to theprovisions of Article 430-2, Paragraph 1 of the Companies Act, under which the Company will indemnify costs
provided for by item 1 of the same Paragraph and losses provided for by item 2 of the same Paragraph within the

ranges stipulated by laws and regulations. If each candidate is elected and appointed Director, the Company intends
to enter into the same indemnity agreements with each of Directors.
6. The Company has concluded a directors and officers liability insurance (“D&O Insurance”) contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers(main business executors including Directors, Directors who are Audit & Supervisory Committee Members, andOfficers) as the insured. The insurance policy covers damages that may arise when the insured assume liability forthe execution of their duties (however, certain exemptions apply). Furthermore, the Company will pay the entire
amount of insurance premiums, and the insured will not bear the premiums. If each candidate is elected andappointed Director, they will become the insured persons under the D&O Insurance. The D&O Insurance is valid fora period of one (1) year, and it will be renewed after a resolution of the Board of Directors prior to its expiration.

(Reference)

Director Skill Matrix

Assuming Proposals 2 and 3 are approved, the areas of expertise and experience of the Directors are as
follows.

Independent
Director /AuditorSustainability /Business
Production Financial Legal affairs
Corporate
International
ESG / diversity /strategy // safety accounting/ riskmanagementbusiness
human resources
R&D
control/ finance management
development

Years
in
officeGenderNobuyuki
Takagi

6

M

○

○

Toru
Nobuhiro

16

M

○

○

○

Takashi Une

14

M

○

○

○

○

TakumiOkazaki

2

M

○

○

Nobuyuki
Fuke

-

M

○

○

○

○

○

Director

Knowledge/experience for appropriately leading
management/businessElizabeth
Masamune

○

5

F

○

Toshiya
Koyama

○

-

M

○

◎

2

M

○

○

○

-

M

○

○

○

8

M

Jiro Mizuya
Jun Minami
Masahiro
Nakatsukasa

Audit &
Supervisory
Committee
Members

Knowledge/
experience for
Perspective forestablishing/ensuring
maintaining appropriate sustainability
management foundation

○
○

○

○

○

◎
○

○
○

○

◎
◎

* This skill matrix does not represent all knowledge or experience possessed by the candidates.
* For gender, M indicates male and F indicates female.
* Expertise (“◎” indicates the areas in which the Company especially expects the outside officers to play important roles.)