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, 2022
To Shareholders with Voting Rights:
SAKOTANI Akira
Representative Director and Chairperson
CHUDENKO CORPORATION
6-12 Koamicho, Naka-ku, Hiroshima

NOTICE OF CONVOCATION OF
THE 106th 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 106th Annual General Meeting of Shareholders of CHUDENKOCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
In order to prevent the spread of COVID-19, we ask that shareholders exercise voting rights by mailor via the Internet whenever possible instead of attending the venue of the General Meeting of
Shareholders in person.
In such a 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 Thursday, June 23, 2022, 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:

Friday, June 24, 2022 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 106th Fiscal Year (April
1, 2021 - March 31, 2022)
2. Results of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements for the Company’s 106th
Fiscal Year
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 11 Directors
Proposal 4:
Election of 1 Corporate Auditor






When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
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 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.

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 ratio)of about 2.7%.
[Basic Principles on Capital Policy]
Upon consideration of ordinary operating funds and response to unexpected risks, 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 106th fiscal year
(FY2021):(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 2,867,585,136 yen(3) Effective date of distribution of surplus
June 27, 2022

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022, and thesystem for electronic provision of materials for general meetings of shareholders will be introduced.
Accordingly, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference materials for thegeneral meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials for thegeneral meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)(Amended parts are underlined.)
Proposed Amendments<Deleted>

Article 17 The Company may, when convening
a general meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference materials for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
<Newly established>(Measures for Electronic Provision of Reference
Materials for the General Meeting of
Shareholders, Etc.)
Article 17
1 The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference materials for thegeneral meeting of shareholders, etc.
electronically.
2 Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.

<Newly established>

Supplementary provisions
Article 1
1 The deletion of Article 17 of the current
Articles of Incorporation and the establishmentof the proposed Article 17 shall come into
effect on September 1, 2022, which is theeffective date stipulated in the proviso to
Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).
2 The following provision shall be effective fromthe Effective Date. This provision shall remain
in force until the lapse of six months from the
Effective Date or the lapse of three months
from the date of the last general meeting ofshareholders to be held on a date within six
months from the Effective Date, whichever islater.
The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the referencematerials for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.
3 These supplementary provisions shall bedeleted on either of the days set forth in thepreceding paragraph, whichever is later.

Supplementary explanation on Proposal 2: Partial Amendments to the Articles of Incorporation
The Company’s system for providing information in electronic format enables it to provide
shareholders with materials for general meetings of shareholders by posting such materials to its
corporate website and providing shareholders with notification regarding the address of the website
and other such information.
Given that listed companies are required to implement systems for providing information inelectronic format, the Company will make such a system available beginning with the general meetingof shareholders held in March 2023. Accordingly, the Company will send shareholders a summarized
notice of convocation, which will entail the notice posted to the website and notification containingthat website address.
For the next and subsequent general meetings of shareholders, in which the said system applies,
shareholders who wish to receive materials for the general meeting of shareholders in written format
may file a “request for delivery of materials in paper-based format.” For details on filing the “request
for delivery of materials in paper-based format,” please contact either the securities company withwhom you have an account or the Company’s shareholder registry administrator Mitsubishi UFJ Trustand Banking Corporation.

Proposal 3: 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, the Company proposes the election 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

UENO Kiyofumi

Reelection

3

TANIGUCHI Jitsuo

Reelection

4

HIGASHIOKA Takakazu

Reelection

5

INAMOTO Nobuhide

6

YORINO Naoto7

EKUNI Shigeki

8

MURATA Haruko

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Representative Director andPresident
Representative Director andSenior Managing Executive
Officer
General Manager, Engineering
Division; Responsible forTokyo Headquarters
Director and Managing
Executive Officer
General Manager, Sales
Division
Director and Managing
Executive Officer
General Manager, Planning
Division

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

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

Director (Outside Director)

12/12(100%)

Director (Outside Director)

10/10(100%)

Director (Outside Director)

10/10(100%)

Director (Outside Director)

10/10(100%)

Corporate Auditor (Outside
Auditor) *Managing Executive Officer
Deputy General Manager,
Electricity Division; General
10
KAWAKAMI Seiji
NewManager, Distribution
Department, Electricity
DivisionManaging Executive Officer
General Manager, General
11
OBA Hideaki
New
Management Division(Note) Mr. SHIGETO Takafumi will resign as Corporate Auditor at the conclusion of this General Meeting of
Shareholders.
9

SHIGETO Takafumi

New

1

SAKOTANI Akira (Born October 10, 1951)

Reelection

Past experience, positions, responsibilities, and significant concurrent positions Number of shares ofJun. 2011 Managing Director and Head, Public Relations and Environmental
the Company held:
Division, The Chugoku Electric Power Company, Incorporated
15,400 shares
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 & Executive Officer; Head,Power Generation DivisionJun. 2018 Representative Director and President, the Company
To the present
Significant concurrent positions: Outside Director, Hiroshima Sohgo Security Services Co., Ltd.
Chairperson, Hiroshima Electrical Association
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

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
Jun. 2021 Representative Director, Senior Managing Executive Officer, andGeneral 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:
7,100 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.

3

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:
5,772 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.

4

HIGASHIOKA Takakazu (Born December 29, 1960)

Reelection

Past experience, positions, responsibilities, and significant concurrent positions Number of shares ofApr. 1983 Joined the Company
the Company held:
Jul. 2014 General Manager, Business Creation Department
8,746 shares
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: Outside Director, Hiroshima Home Television Co., Ltd.
Corporate Auditor, Hayamizudenki Kogyo Co., Ltd.
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.

5

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 Outside Director, the Company
To the present

Reelection Outside
Independent
Number of shares of
the Company held:
400 shares
Term of office as
Outside Director:
2 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 106th
fiscal year (FY2021)(since his
appointment):
12/12

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.

6

YORINO Naoto (Born January 24, 1958)

Reelection Outside
Independent
Number of shares of
the Company held:
0 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 106th
fiscal year (FY2021)(since his
appointment):
10/10

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 Researcher, 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
Jun. 2021 Outside Director, the Company
To the present
Apr. 2022 President, National Institute of Technology (KOSEN), Kure College
To the present
Apr. 2022 Specially Appointed Professor and Honorary Professor, Graduate
School of Advanced Science and Engineering, Hiroshima University
To the present
Significant concurrent positions: President, National Institute of Technology (KOSEN), Kure College
Specially Appointed Professor and Honorary Professor, Graduate Schoolof 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 involved in corporate management other than through serving as an Outside
Director, he has provided remarks from an independent and fair standpoint at Board of Directors Meetingsand has appropriately fulfilled his role in monitoring and supervising business execution. He also has
provided advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee by utilizing his many years of experience as a graduate school
professor, etc. and high level of insight based on his expertise in the field of power system engineering. The
Company believes that we can expect that he will continue to fulfill these roles and has continued to selecthim 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 the President of National Institute of Technology (KOSEN), Kure College. There is no transactional
relationship between the Company and National Institute of Technology (KOSEN), Kure College.
He is specially appointed professor and honorary professor at Hiroshima University Graduate School.
Although there are transactional relationships such as facilities construction between the Company andHiroshima University, the amount of transactions in the previous fiscal year of the Company is insignificant
at less than 1% of consolidated sales. In addition, although the Company has sent its employees to
Hiroshima University and paid tuition fees, the amount of transactions in the previous fiscal year of theCompany is insignificant at less than 1% of selling, general and administrative expenses.

7

EKUNI Shigeki (Born October 9, 1960)

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 DivisionJun. 2021 Outside Director, the Company
To the present
Apr. 2022 Director, Tenmaya Co., Ltd.
To the present
Significant concurrent positions: Director, Tenmaya Co., Ltd.

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 106th
fiscal year (FY2021)(since his
appointment):
10/10

Reasons for selection as a candidate for Outside Director and outline of expected role
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. He also has provided
advice from an objective perspective at the Nomination Advisory Committee and the Remuneration
Advisory Committee by utilizing his high level of insight based on a wealth of experience as a business
manager of Tenmaya Co., Ltd. The Company believes that we can expect that he will continue to fulfill
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 is a director 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 the previous fiscal
year of the Company is insignificant at less than 1% of consolidated sales. In addition, although there is atransactional relationship for the purchase of goods between the Company and Tenmaya Co., Ltd., theamount of transactions in the previous fiscal year of the Company is insignificant at less than 1% of cost of
sales and selling, general and administrative expenses.

8

MURATA Haruko (Born April 18, 1968)

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 (Representative of said
Firm)
To the present
Jul. 2017 Partner, Choshu Audit Corporation
To the present
Jun. 2021 External Director, DaikyoNishikawa Corporation
To the present
Jun. 2021 Outside Director, the Company
To the present

Reelection Outside
Independent
Number of shares of
the Company held:
300 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 106th
fiscal year (FY2021)(since his
appointment):
10/10

Significant concurrent positions: Certified Public Accountant and Certified Public Tax Accountant
Representative, Murata Haruko Accounting Firm
Partner, Choshu Audit Corporation
External Director, DaikyoNishikawa Corporation
Reasons for selection as a candidate for Outside Director and outline of expected role
Although she has not been involved in corporate management other than by becoming an Outside
Director, having obtained a Master of Business Administration (MBA), she has provided remarks from an
independent and fair standpoint at Board of Directors Meetings and has appropriately fulfilled her role inmonitoring and supervising business execution, as well as provided advice from an objective perspective at
the Nomination Advisory Committee and the Remuneration Advisory Committee by utilizing her wealth ofexperience as a certified public accountant and certified public tax accountant, and high level of insightbased on her expertise in accounting and tax affairs. The Company believes that we can expect that she willcontinue to fulfill these roles and has continued to select 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 is the representative of Murata Haruko Accounting Firm and a partner at Choshu Audit Corporation.
There is no transactional relationship between the Company and Murata Haruko Accounting Firm or
Choshu Audit Corporation.
She is an External Director at DaikyoNishikawa Corporation. Although there are transactional
relationships such as facilities construction between the Company and DaikyoNishikawa Corporation, theamount of transactions in the previous fiscal year of the Company is insignificant at less than 1% ofconsolidated sales.

9

SHIGETO Takafumi (Born March 23, 1957)

New

Past experience, positions, responsibilities, and significant concurrent positions Number of shares ofJun. 2017 Director; Managing Executive Officer; Head, Compliance Promotion
the Company held:
Division; Head, Property Management Division, The Chugoku Electric
2,700 sharesPower Company, Incorporated
Oct. 2017 Director; Managing Executive Officer; Head, Compliance Promotion
Division; Head, Examination Division; Head, Property Management
Division
Jun. 2019 Outside Director, the Company
To the present
Jun. 2019 Director; Managing Executive Officer; Head, Regional Co-creation
Division, The Chugoku Electric Power Company, Incorporated
Jun. 2020 Representative Director and Vice President & Executive Officer; incharge of personnel development; Head, Purchasing Division; Head,
Nuclear Power Plant Reinforcement Project
To the present
Significant concurrent positions: Representative Director and Vice President & Executive Officer, The
Chugoku Electric Power Company, Incorporated
Reasons for selection as a candidate for Director
Serving as Representative Director at The Chugoku Electric Power Company, Incorporated, he has awealth of experience and achievements as a business manager. The Company expects that he will maketimely and accurate decisions on important business execution and policies and will appropriately fulfill hisrole of monitoring and supervising business execution. Accordingly, the Company has newly selected him
as a candidate for Director.

10 KAWAKAMI Seiji (Born September 16, 1964)
Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1987 Joined the Company
Jul. 2014 General Manager, Tsuyama Business Office
Jul. 2016 General Manager, Distribution Construction Department, Okayama
Supervising BranchJul. 2017 Deputy General Manager, Distribution Department, Electricity DivisionJun. 2019 Executive Officer, Deputy General Manager, Electricity Division, andGeneral Manager, Distribution Department, Electricity DivisionJun. 2021 Managing Executive Officer, Deputy General Manager, Electricity
Division, and General Manager, Distribution Department, Electricity
DivisionTo the present
Significant concurrent positions: Corporate Auditor, Chudenko Techuno Co., Ltd.

New
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 Distribution
Department and serving as the head of a business office. The Company expects that he will appropriately
make decisions on important business execution and fulfill his role of monitoring and supervision.
Accordingly, the Company has newly selected him as a candidate for Director.

11 OBA Hideaki (Born January 28, 1964)

New

Past experience, positions, responsibilities, and significant concurrent positions Number of shares ofApr. 1987 Joined the Company
the Company held:
Jun. 2014 General Manager, Corporate Planning Section
2,700 shares
Jun. 2016 General Manager, Corporate Planning Department, Planning DivisionJun. 2019 Executive Officer and General Manager of Kurashiki Branch
Jun. 2021 Managing Executive Officer and General Manager, General
Management Division
To the present
Significant concurrent positions: Outside Director, Sanfrecce Hiroshima FC Co., Ltd.
Director, Chudenko World Farm Co., Ltd.
Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s generalmanagement and planning fields and serving as the head of a business office. The Company expects that hewill appropriately make decisions on important business execution and fulfill his role of monitoring andsupervision. Accordingly, the Company has newly selected him as a candidate for Director.
(Notes) 1. Mr. SHIGETO Takafumi is Representative Director and Vice President & Executive Officer of The Chugoku ElectricPower Company, Incorporated, which has transactional relationships such as facilities construction with theCompany, and has special interests. However, Mr. SHIGETO Takafumi will resign from the position on June 28,2022, and there will be no special interests after that. Apart from him, there are no special interests between thecandidates 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, 2022.
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, Mr.
YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko who are Outside Directors, and if the election of
Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko is approved, theCompany will renew the said agreement. The maximum amount of liability under the said agreements is the highest
amount of the total of remuneration and 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 4: Election of 1 Corporate Auditor
Mr. SHIGETO Takafumi, who is a Corporate Auditor, will resign from the said position at the conclusion ofthis General Meeting of Shareholders. Accordingly, the Company proposes the election of 1 Corporate
Auditor. The Company proposes the election of a candidate for Corporate Auditor as a substitute for the
Corporate Auditor to be resigned, and the term of office of the newly elected Corporate Auditor will expire at
the expiration of the Corporate Auditor to be resigned (at the conclusion of the General Meeting of
Shareholder for the fiscal year ending March 2024) pursuant to the Company’s Articles of Incorporation.
Furthermore, the candidate for Corporate Auditor has been selected after seeking opinions from theNomination Advisory Committee, which is comprised of a majority of Independent Directors/Auditors.
The Board of Corporate Auditors has already given approval to this proposal.
The candidate for Corporate Auditor is as follows.

TAKABA Toshio (Born May 6, 1957)

New Outside

Past experience, positions, and significant concurrent positions
Number of shares ofJun. 2011 (Secretary) Head, Compliance Promotion Division, The Chugoku
the Company held:
Electric Power Company, Incorporated
0 sharesJun. 2013 Executive Officer; (Secretary) Head, Compliance Promotion DivisionJun. 2015 Executive Officer; (Compliance) Head, Compliance Promotion DivisionJun. 2018 Managing Executive Officer; Head, Human Resources Revitalization
Division
Jun. 2020 Director; Managing Executive Officer; Head, Human Resources
Revitalization Division
To the present
Significant concurrent positions: Director and Managing Executive Officer, The Chugoku Electric Power
Company, Incorporated
Reasons for selection as a candidate for Director
The Company expects that he will provide remarks from an objective perspective at Board of Corporate
Auditors and the Board of Directors Meetings and appropriately fulfill his role in auditing Directors’
execution of duties, by utilizing his deep insight based on a wealth of experience as a business manager andhis expertise he possesses as a leading figure in the electric power industry. Accordingly, the Company has
newly selected him as a candidate for Corporate Auditor.
(Notes) 1. There are no special interests between the candidate for Corporate Auditor and the Company.
2. The number of shares of the Company held for the candidates for Corporate Auditor represents the status as of March
31, 2022.
3. Mr. TAKABA Toshio is a candidate for Outside Corporate Auditor.
He is Director and Managing Executive Officer of the Chugoku Electric Power Company, Incorporated, which is a
specified related service provider (main business partner) of the Company.
4. Mr. TAKABA Toshio received Director’s remuneration from the Chugoku Electric Power Company, Incorporated,which is a specified related service provider of the Company in the past two years, and will continue to receive thesaid remuneration.
5. 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 Mr. TAKABA Toshio, a candidate for Corporate Auditor, is approved, he will be newly
insured. The insurance contract will be renewed with the same content when the renewal period comes during theterm of office.
6. Conclusion of a liability limitation agreement
If the election of Mr. TAKABA Toshio, a candidate for Corporate Auditor, is approved, the Company will conclude a
liability limitation agreement with him.
The maximum amount of liability under the said agreements is the highest amount of the total of remuneration andother allowances for each fiscal year, multiplied by two.

<Reference> Composition of officers (scheduled on and after June 24, 2022)
The expertise and experience the Company’s Directors and Corporate Auditors possess is as follows.

Corporate Auditor

Director

Candidate
No.

Name

●
Male
〇
FemaleCorporate
management
Management
strategy

Expertise and experience
Engineering
Construction
Finance
Legal
Quality
Accounting
Complianceenvironment

1

SAKOTANI Akira

●

●

●

2

UENO Kiyofumi

●

●

●

●

3

TANIGUCHI Jitsuo

●

●

●

●

4

HIGASHIOKA
Takakazu

●

●

●

●

●

●

5

INAMOTO Nobuhide

6

YORINO Naoto7

EKUNI Shigeki

8

MURATA Haruko

9

Independent
OutsideIndependent
OutsideIndependent
OutsideIndependent
Outside

●

●

Sales

●

●
●

○

●

●

SHIGETO Takafumi

●

●

●

10

KAWAKAMI Seiji●

11

OBA Hideaki●-

OGATA Hidefumi●-

IIOKA Kumi-

TAKABA Toshio●

Outside

●

●

●

●

●

●

●
●

●

●
Independent
OutsideIndependent
Outside●●●

MATSUNAGA
Hiroshi
TAKEUCHI
Kazuhiro

●

●

●

●
●

●

○

●

●

●

●
●

●

●