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 7613)
March 9, 2022
To Shareholders with Voting Rights:
Shiro Murai
Chairman
SIIX Corporation
1-4-9, Bingo-machi, Chuo-ku, Osaka

NOTICE OF THE 30TH ANNUAL GENERAL SHAREHOLDER’S MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 30th Annual General Shareholder’s Meeting of SIIX Corporation (the“Company”). The meeting will be held for the purposes described below.
In lieu of attending the meeting in person, you can exercise your voting rights in writing or via the Internet,
etc. Please review the attached Reference Documents for the General Shareholder’s Meeting, and exercise
your voting rights in the manner described hereafter by 5:30 p.m. (Japan time) on Tuesday, March 29, 2022.
1. Date and Time:

Wednesday, March 30, 2022 at 10:00 a.m. Japan time

2. Place:

Crystal room on 2nd floor of Viale Osaka at
3-1-3, Azuchi-machi, Chuo-ku, Osaka-shi, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the Company’s 30th Fiscal Year
(January 1, 2021 - December 31, 2021)
2. Results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Eight (8) Directors
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5:
Determination of Remuneration for the Allotment of Restricted Stock to
Directors〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
〰
〰
〰
〰
〰
〰
〰
〰
〰

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



When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
The reception desk is scheduled to open at 9:00 a.m.
Of the documents required to be included in this Notice of the Annual General Shareholder’s Meeting,“Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated Financial
Statements” are, pursuant to the provisions of laws and regulations and the Articles of Incorporation of
the Company, posted on the Company’s website (https://www.siix.co.jp/ir/stock/soukai/).
Should the Reference Documents for the General Shareholder’s Meeting, Business Report,
Non-consolidated Financial Statements or Consolidated Financial Statements require revisions by the day

-1-



before the General Shareholder’s Meeting, the revised versions will be posted on the Company’s website(https://www.siix.co.jp/).
Please note that the Company does not distribute gifts to shareholders who attend the meeting.

-2-

Procedures for Exercise of Voting Rights
You can exercise your voting rights in either of the three ways described below.
Please examine the attached “Reference Documents for the General Shareholder’s Meeting” before exercising
your voting rights.
 Attending the Shareholder’s Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Date and Time:

Wednesday, March 30, 2022
10:00 a.m. Japan time (reception starts at 9:00 a.m.) Exercising voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by mail. The completed form must reach us no later than the below voting deadline.
Voting deadline:

Tuesday, March 29, 2022
5:30 p.m. Japan time Exercising voting rights via the Internet
Please use your smartphone, PC, etc. to access the Exercise of Voting Rights Website. Follow the
instructions shown on the screen to indicate your votes for or against the proposals.
Please see “Exercise of Voting Rights via the Internet” on the next page for details.
Voting deadline:

Tuesday, March 29, 2022
5:30 p.m. Japan time

• If you have exercised your voting rights both in writing and via the Internet, only the vote exercised via theInternet will be valid. Also, if you have exercised your voting rights more than once via the Internet, the lastvote will be valid.
• *Any charges related to the Internet use (connection fees, communication fees, etc.) shall be borne byshareholders.
• You may not be able to use the Internet option depending on your internet access environment, thesubscribed service, or the device used.

-3-

Exercise of Voting Rights via the Internet
 Reading QR code: Smart Exercise
You can log in to the Exercise of Voting Rights Website without entering the Exercise of Voting Rights
Code and the Password.
1. Use your device to read the QR code printed on the bottom right of the Voting Rights Exercise
Form.
2. Follow the instructions shown on the screen to indicate your votes.
You can exercise your voting rights only once using Smart Exercise.
If you wish to change the content of your votes after exercising your voting rights, please access thewebsite for PCs, enter the “Exercise of Voting Rights Code” and the “Password” printed on the Voting
Rights Exercise Form to log in and exercise your voting rights once again.
*If you read the QR code again, you will be transferred to the website for PCs.
*QR code is a registered trademark of DENSO WAVE INCORPORATED.
 How to enter the Exercise of Voting Rights Code and the Password
Exercise of Voting Rights Website:
https://www.web54.net (Japanese only)
1. Access the Exercise of Voting Rights Website
Click on the “Next” button.
2. Enter the “Exercise of Voting Rights Code” printed on the bottom left on the back of the
Voting Rights Exercise FormEnter the “Exercise of Voting Rights Code.”
Click on the “Log in” button.
3. Enter the “Password” printed on the bottom left on the back of the Voting Rights Exercise
Form
Enter the “Initial Password.”
Set a new password that you will actually use.
Click on the “Register” button.
4. Follow the instructions shown on the screen to indicate your votes.
If you have any inquiries about exercising your voting rights via the Internet, please contact the phone number
below.
Stock transfer agency service web support desk, Sumitomo Mitsui Trust Bank, Limited:

Tel 0120-652-031 (9:00 – 21:00)
 Exercise via the Electronic Voting Platform (for institutional investors)
Institutional investors may use the “Electronic Voting Platform” operated by ICJ, Inc. to electronically
exercise the voting rights for this General Shareholder’s Meeting.

-4-Reference Documents for the General Shareholder’s Meeting
Proposals and References
Proposal 1:
Appropriation of Surplus
Matters concerning the year-end dividend
In line with the basic policy of ensuring continuous and stable profit distribution to shareholders, theCompany proposes the year-end dividend for the fiscal year under review as described below, taking into
consideration the internal reserves for future business development and reinforcement of the management
base, as well as our business results for the fiscal year under review.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount thereof
In light of the Company’s business results for the fiscal year under review and future businessdevelopment, the Company proposes the payment of a dividend of 15 yen per share.
(Total dividend payment: 708,931,005 yen)
As a result, the Company’s annual dividend will be 30 yen per share including the interim dividend of
15 yen per share paid in September 2021.
(3) Effective date of dividend from surplus
March 31, 2022

-5-

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.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forthe general shareholder’s meeting, the Articles of Incorporation of the Company shall be amended asfollows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents
for the general shareholder’s meeting, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provision related to the internet disclosure of the reference documents for the generalshareholder’s meeting, etc. (Article 15 of the current Articles of Incorporation) will become
unnecessary and shall therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.

(Amended parts are underlined.)
Current Articles of Incorporation(Internet Disclosure of Reference Documents for the
General Shareholder’s Meeting, Etc.)
Article 15 The Company may, when convening ageneral shareholder’s meeting, provide
information to shareholders pertaining to mattersto be described or indicated in the reference
documents for the general shareholder’s meeting,non-consolidated financial statements,
consolidated financial statements, and business
report, by disclosing such information through theInternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.

Proposed Amendments<Deleted>(Measures for Electronic Provision, Etc.)<Newly established>

Article 15 The Company shall, when convening ageneral shareholder’s meeting, provide
information contained in the reference documents
for the general shareholder’s meeting, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

-6-

Current Articles of Incorporation<Newly established>

Proposed Amendments(Supplementary provisions)
Article 1 The deletion of Article 15 (Internet
Disclosure of Reference Documents for the
General Shareholder’s Meeting, Etc.) of the
Articles of Incorporation before amendment andthe establishment of Article 15 (Measures forElectronic Provision, Etc.) in the Articles ofIncorporation after amendment shall come into
effect on the date of enforcement of the amended
provisions stipulated in the proviso of Article 1 ofthe supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 15 of the Articles ofIncorporation before amendment shall remain inforce with respect to any general shareholder’smeeting to be held on a date within six months
from the Date of Enforcement.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Date of
Enforcement or the lapse of three months fromthe date of the general shareholder’s meeting set
forth in the preceding paragraph, whichever islater.

-7-

Proposal 3:
Election of Eight (8) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this General Shareholder’sMeeting.
Accordingly, the election of eight (8) Directors is proposed.
The candidates for Directors have qualified for the election based on the report made by the Nomination
and Remuneration Advisory Committee.
The candidates for Directors are as follows.
Messrs. Shinsuke Takatani, Susumu Omori and Nao Yoshizawa are candidates for External Directors.
No.

Name

Current positions andresponsibilities at theCompany

Attendance at Board of
Directors meeting1

Shiro Murai

Reappointment

Chairman, Executive
Officer100%(16/16 meetings)

2

Koji Yanase

Reappointment

President, Executive
Officer100%(16/16 meetings)

3

Seiji Ono

Reappointment

4

Toru Maruyama

Reappointment

5

Hiroaki Takagi

New appointment

6

Shinsuke Takatani

7

Susumu Omori

8

Nao Yoshizawa

Director & Executive
Officer, General Manager,
Finance & Accounting
Department
Director & Executive
Officer, General Manager,
General Affairs
Department, General
Manager, Tokyo General
Affairs Department

Reappointment
External Director
Independent
Officer
Reappointment
External Director
Independent
Officer
Reappointment
External Director
Independent
Officer-8-100%(16/16 meetings)

100%(16/16 meetings)

Executive Officer (Head
Office)-External Director

100%(16/16 meetings)

External Director

100%(16/16 meetings)

External Director

100%(13/13 meetings)

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1952
May 1970
June 1985
February 1988
June 1992
March 2003
March 2005
March 2014

Number ofshares of theCompany held

Joined SAKATA SHOKAI Co., Ltd. (currently SAKATA INXCORPORATION)
Director, SAKATA SHOKAI Co., Ltd.
Director and Vice President, SAKATA SHOKAI Co., Ltd.
Concurrently served as President, The Inx Group Ltd.
President of the Company
Chairman & CEO of the Company
Chairman & CEO, Executive Officer of the Company
Chairman, Executive Officer of the Company (to present)

Reappointment11,400,000

Shiro Murai(September 10, 1928)

Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Director]
As the founder of the Company, Mr. Shiro Murai has long exercised his strong leadership in steering themanagement of the Company, and he has established its business model as it is today. With his excellent
analytical skills in understanding international conditions of politics and macroeconomics, he demonstrates his
managerial ability underpinned by the exceptionally deep insights, directing and leading the Group at a highstandard towards the Company’s sustained growth.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1990
December 1991
April 2012
January 2014
September 2019
March 2020

Number ofshares of theCompany held

Joined SAKATA INX CORPORATION
Singapore Representative Office, SAKATA INXCORPORATIONManager, Related Business Department of the Company
Executive Officer, in charge of Europe Area of the Company
Managing Director, SIIX Europe GmbH
Executive Officer, in charge of Global Sales & Europe Area of
the Company
President, Executive Officer of the Company (to present)

Reappointment

2

13,900

Koji Yanase(December 10, 1967)
Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Koji Yanase has produced great results in terms of developing good relationships
with major customers of the Company and closing transactions with its new customers, at the forefront of sales.
Having years of experience working overseas, he provided appropriate direction on the occasion of commencing
transaction with a large new customer in Europe. He is also well-versed in the management infrastructure such as
business practices, logistics and IT at factories, and he is expected to further grow the Company in the future.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
April 1984
March 1991
June 1996
September 2005
April 2007
March 2008
February 2009
April 20093

Reappointment

March 2017

Seiji Ono
(November 21, 1961)

March 2019

Attendance at Board ofJanuary 2021
Directors meeting
16/16 meetings

Joined SAKATA SHOKAI Co., Ltd. (currently SAKATA INXCORPORATION)
Chicago Representative Office, SAKATA SHOKAI Co., Ltd.
Singapore Representative Office of the Company
Manager, Finance Group, Finance & Accounting Departmentof the Company
Manager, Related Business Department of the Company
Shanghai Representative Office of the Company
General Manager, Finance & Accounting Department of theCompany
Executive Officer, General Manager, Finance & Accounting
Department of the Company
Executive Officer, General Manager, Finance & Accounting
Department, in charge of Information System Department of
the Company
Director & Executive Officer, General Manager, Finance &Accounting Department, in charge of Information System
Department of the Company
Director & Executive Officer, General Manager, Finance &Accounting Department of the Company (to present)[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Seiji Ono has consistently served key positions in finance and accounting
divisions at overseas group companies. Currently, he is in charge of the global finance and accounting division.
He has extensive knowledge of accounting and tax affairs and is experienced in overseas business practices.
These knowledge and experience are utilized in such a way that he plays a part in management decision-making
by applying his deep insights to the credit assessment of investments and loans.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

- 11 -

Number ofshares of theCompany held

15,846No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Taiyo Kobe Bank Limited (currently Sumitomo Mitsui
Banking Corporation)
April 1992
Assigned to Research Department, Taiyo Kobe Bank Limited(seconded to Ministry of Foreign Affairs)
April 2001
Acting Senior Head of IR Department, Corporate Planning
Department, Taiyo Kobe Bank Limited
April 2008
Deputy General Manager, Corporate Business Office of Head
Office, Taiyo Kobe Bank Limited
April 2009
General Manager, Ueda Corporate Business Office, Taiyo
Kobe Bank Limited
April 2011
General Manager, Mita-Dori Corporate Business Office, Taiyo
Kobe Bank Limited
Reappointment
May 2014
General Manager in charge of Corporate Planning Departmentof the Company
January 2015
Executive Officer, General Manager, Corporate Planning
Toru Maruyama
Department of the Company(March 12, 1963)
February 2017
Executive Officer, General Manager, Tokyo General Affairs
4 Attendance at Board of
Department of the Company
January 2018
Executive Officer, General Manager, General Affairs
Directors meeting
Department, Head of Secretariat Office, General Manager,
16/16 meetings
Tokyo General Affairs Department of the Company
March 2019
Director & Executive Officer, General Manager, General
Affairs Department, Head of Secretariat Office, General
Manager, Tokyo General Affairs Department of the Company
March 2020
Director & Executive Officer, General Manager, General
Affairs Department, General Manager, Tokyo General Affairs
Department of the Company (to present)[Reasons for nomination as candidate for Director]
Mr. Toru Maruyama worked for a corporate planning division and a corporate sales division at a financial
institution and was once seconded to the Ministry of Foreign Affairs. Since joining the Company, he has
managed the corporate planning division and the general affairs & human resources division. He has extensive
knowledge of IR, public relations strategy, response to capital markets, corporate governance, compliance, credit
assessment and other areas, and he plays an appropriate role in increasing the Group’s corporate value.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his reappointment.

Number ofshares of theCompany held

April 1986

- 12 -

6,146

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Sony Corporation
Managing Director, Sony Slovakia Nitra Plant
Managing Director, Foxconn Slovakia Nitra Plant
Vice President, CCPBG TV Business Department, FOXCONNJapan Inc.
June 2017
General Manager in charge of Global Engineering Departmentof the Company
August 2017Managing Director, SIIX EMS (THAILAND) CO., LTD.
(Thailand Representative Office of the Company)
November 2017
Executive Officer, in charge of Thailand and Vietnam Area of
the Company, Managing Director, SIIX Bangkok Co., Ltd.,Managing Director, SIIX EMS (THAILAND) CO., LTD.,
New appointment
Managing Director, SIIX Vietnam Company Limited
May 2018
Executive Officer, Managing Director & General Manager,
5
Hiroaki Takagi
SIIX EMS (Shanghai) Co., Ltd. (Shanghai Representative(July 29, 1961)
Office of the Company)
October 2021
Executive Officer of the Company, Managing Director &General Manager in charge of special appointment matters,
SIIX EMS (Shanghai) Co., Ltd.
February 2022
Executive Officer (Head Office) of the Company (to present)[Reasons for nomination as candidate for Director]
Mr. Hiroaki Takagi has management experience at overseas factories of a major electronics manufacturer and a
global manufacturer. Since joining the Company, he has expanded both factories in Thailand and Shanghai in
his capacity as a MD and made them major manufacturing bases by increasing their production capacity, etc.,
contributing to the expansion of the ever-growing EMS business. In particular, he has a wide range ofknowledge and experience with regard to the manufacturing, technology and quality of the substrate
manufacturing process.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes
his appointment.

Number ofshares of theCompany held

April 1979
April 2009
July 2010
November 2016

- 13 -

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Joined Nomura Securities Co., Ltd.
Joined Deloitte Haskins & Sells (currently Deloitte Touche
Tohmatsu LLC)
October 1984
Opened Takatani Shinsuke CPA & Tax Accountant Office
September 1990
Participated in establishment of HOKUTO & CO. (currently
GYOSEI & CO.) Assumed office as Representative Partner
June 1995
Assumed office as External Audit & Supervisory Board
Member, FUJI CORPORATION LIMITED (to present)
June 2000
Assumed office as Audit & Supervisory Board Member,
KAWASHIMA SELKON TEXTILES CO., LTD.
January 2008
Assumed office as Deputy Executive Director, GYOSEI &CO.
Reappointment
March 2011
External Audit & Supervisory Board Member of the Company
External Director
July 2014
Assumed office as Executive Director, GYOSEI & CO.
Independent Officer
March 2015
External Director of the Company (to present)
6
July 2018
Established Hokushin Tax Accounting Corporation Assumed
Shinsuke Takatani
office as Representative Partner (to present)(December 30, 1951) [Significant concurrent positions]•Representative Partner, Hokushin Tax Accounting Corporation
Attendance at Board of•External Audit & Supervisory Board Member, FUJI CORPORATION
Directors meeting
LIMITED
16/16 meetings

Number ofshares of theCompany held

April 1974
November 1978

[Reasons for nomination as candidate for External Director and outline of expected roles]
Mr. Shinsuke Takatani possesses knowledge of accounting and tax affairs acquired through years of experience
as a certified public accountant. He offers suggestions on the Company’s overall management from a global
perspective: In particular, he provides accurate, extremely effective advice on its important investment projects,
risk management and tax matters from the accountant’s viewpoint, exerting himself to promote the sound growthof the Company.
Accordingly, the Company believes that he is well qualified for the position of External Director, and therefore
proposes his reappointment.

- 14 -

2,000

No.

Name
(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

April 1974
April 1990
August 2005
April 2012

7

Reappointment
External Director
Independent Officer

Joined Nomura Securities Co., Ltd.
Joined Credit Suisse First Boston
President, UBS Securities Japan Co., Ltd.
Representative Director and President, UBS Securities Japan
Co., Ltd.
Representative Director and Chairman, UBS Securities Japan
July 2015
Co., Ltd.
July 2016
Full-time Audit & Supervisory Board Member, UBS Securities
Japan Co., Ltd. (to present)
External Audit & Supervisory Board Member, UBS AssetManagement (Japan) Ltd
March 2017
External Director of the Company (to present)[Significant concurrent position]•
Full-time Audit & Supervisory Board Member, UBS Securities Japan Co., Ltd.
0

Susumu Omori(February 13, 1951)
Attendance at Board of
Directors meeting
16/16 meetings[Reasons for nomination as candidate for External Director and outline of expected roles]
Mr. Susumu Omori served as the leadership at a foreign securities firm for a long period of time and has gained
excellent experience in the stock and capital markets. He is also well-versed in the management strategy
formulation and other business practices thanks to the experience as the leadership. His advice is essential to bring
the Company’s corporate governance, ESG initiatives and engagement to a higher level so as to meet the demandof institutional investors.
Accordingly, the Company believes that he is well qualified for the position of External Director, and therefore
proposes his reappointment.

- 15 -

No.

Name(Date of birth)

Past experience, positions, responsibilities and significant concurrent positions
October 2002

Reappointment
External Director
Independent Officer

8

Nao Yoshizawa(May 16, 1975)

Joined Asahi Koma Law Offices (currently Nishimura & Asahi)
Registered as an attorney
November 2009
Established Uruma & Yoshizawa Law Offices (currently Uruma
Law Offices) Managing Partner of the Law Offices
February 2011
Registered as a patent attorney
June 2013
External Audit & Supervisory Board Member, ESCRIT INC.
March 2015
Outside Statutory Auditor, Livesense Inc.
February 2019
Advisory Committee Member of Council for Science,
Technology and Innovation in Biotechnology, Cabinet
Secretariat
July 2020
External Audit & Supervisory Board Member of the Company
December 2020
Representative Director, Willsame Inc. (to present)
March 2021
External Director of the Company (to present)
August 2021
Managing Partner, GRiT Partners (to present)[Significant concurrent positions]•Managing Partner, GRiT Partners•
Representative Director, Willsame Inc.

Number ofshares of theCompany held

0

Attendance at Board of
Directors meeting
13/13 meetings[Reasons for nomination as candidate for External Director and outline of expected roles]
Mr. Nao Yoshizawa possesses legal knowledge acquired through years of experience as an attorney. He hasremarkably deep insights into corporate legal affairs, M&A, capital markets, etc., and his professional expertise ina wide range of areas, including medical innovation, health care business, advanced elderly research, and data
science, is tremendously beneficial for the Company’s sustainable growth and new business development. He
belongs to a wide range of academic societies and groups in advanced fields and is licensed as a patent attorney,certified fraud examiner, information technology strategist, and registered information security specialist. We
believe he can contribute to the Company’s governance from a new perspective.
Accordingly, the Company believes that he is well qualified for the position of External Director, and therefore
proposes his reappointment.
(Notes)1. There are no special interests between the candidates for Directors and the Company.
2. The Company stipulates in its Articles of Incorporation that, pursuant to Article 427, Paragraph 1 of the Companies Act,it may enter into an agreement with Directors (excluding Directors who are Executive Directors, etc.) and Audit &Supervisory Board Members to limit the liability for damages set forth in Article 423, Paragraph 1 of the same Act.
Based on this agreement, the limit of liability for damages is the sum of the amounts specified in Article 425, Paragraph
1 of the Companies Act.
The Company has entered into the agreement with Mr. Shinsuke Takatani, Mr. Susumu Omori and Mr. Nao Yoshizawa
to limit the liability for damages, and plans to renew the agreement if they are re-elected.
3. The Company has entered into a directors and officers (D&O) liability insurance policy stipulated in Article 430-3,
Paragraph 1 of the Companies Act with all Directors as the insured to ensure that officers can fully perform their
expected roles in the course of their duties and to allow the Company to obtain superior talent. If this Proposal isapproved as originally proposed and each candidate is appointed as Director, they will be the insured under the said
insurance policy. Under the said insurance policy, damages that may arise as a result of the insured directors and officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit of such
responsibilities shall be covered. However, the policy does include certain exemption clauses, such as no compensation
being given for damages attributable to acts in violation of laws or regulations that were carried out with full knowledgeof their illegality. The insurance fee for the policy and all added special clauses is borne by the Company and no
substantial insurance fee is borne by the insured. The said insurance policy has a deductible and damages up to the
deductible shall not be covered by the policy. The term of the D&O insurance policy is one (1) year, and the Company
plans to renew the policy by the resolution of the Board of Directors prior to the expiration of the said term.
4. Messrs. Shinsuke Takatani, Susumu Omori and Nao Yoshizawa have been registered as Independent Officers pursuant
to the rules of Tokyo Stock Exchange, Inc. If elections of the three persons are approved, they will continue to be
Independent Officers.

- 16 -

5. The candidate for External Director, Mr. Shinsuke Takatani, is currently an External Director of the Company and will
have served for seven (7) years at the conclusion of this General Shareholder’s Meeting.
6. The candidate for External Director, Mr. Susumu Omori, is currently an External Director of the Company and will have
served for five (5) years at the conclusion of this General Shareholder’s Meeting.
7. The candidate for External Director, Mr. Nao Yoshizawa, is currently an External Director of the Company and will
have served for one (1) year at the conclusion of this General Shareholder’s Meeting.

- 17 -

Proposal 4:

Election of One (1) Substitute Audit & Supervisory Board Member

To prepare for a contingency in which the Company lacks the number of Audit & Supervisory Board
Members, the election of one (1) Substitute Audit & Supervisory Board Member is proposed.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has given its consent to this proposal.
Name(Date of birth)

Past experience, positions, and significant concurrent positions
March 2008
February 2017
March 2019
April 2019

February 2022

Manager, Related Business Department of the Company
General Manager in charge of Planning Department of theCompany
General Manager in charge of General Affairs Department
and Finance & Accounting Department of the Company
Trustee, General Manager in charge of General Affairs
Department and Finance & Accounting Department of theCompany
Trustee, General Manager in charge of Finance & Accounting
Department of the Company (to present)

Number ofshares of theCompany held

700

Takanori Kawai(September 7, 1968)[Reasons for nomination as candidate for Substitute Audit & Supervisory Board Member]
Mr. Takanori Kawai has many years of experience in accounting and finance business practices at abusiness corporation. After joining the Company, he has been mainly engaged in IR and capital policy. He is
also well-versed in business practices related to capital markets. The Company expects him to leverage his
strength to oversee the overall management. As such, the Company believes that he is able to perform his
duties as a Substitute Audit & Supervisory Board Member, and therefore proposes his appointment.
(Notes)1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Mr. Takanori Kawai is a candidate for a substitute for Audit & Supervisory Board Member Masayuki Tomoda.
3. If Mr. Takanori Kawai assumes office of Audit & Supervisory Board Member, in accordance with the provisions of theCompany’s Articles of Incorporation, the Company, pursuant to Article 427, Paragraph 1 of the Companies Act, plans toenter into an agreement with him to limit the liability for damages set forth in Article 423, Paragraph 1 of the same Act.
Based on this agreement, the limit of liability for damages is the sum of the amounts specified in Article 425, Paragraph 1of the Companies Act.
4. The Company has entered into a directors and officers (D&O) liability insurance policy stipulated in Article 430-3,
Paragraph 1 of the Companies Act with all Audit & Supervisory Board Members as the insured to ensure that officers canfully perform their expected roles in the course of their duties and to allow the Company to obtain superior talent. If this
Proposal is approved as originally proposed and the candidate for Substitute Audit & Supervisory Board Member isappointed as Substitute Audit & Supervisory Board Member, and assumes office of Audit & Supervisory Board Member, hewill be the insured under the said insurance policy. Under the said insurance policy, damages that may arise as a result of
the insured directors and officers assuming responsibilities regarding the execution of their duties or receiving claims
pertaining to the pursuit of such responsibilities shall be covered. However, the policy does include certain exemption
clauses, such as no compensation being given for damages attributable to acts in violation of laws or regulations that werecarried out with full knowledge of their illegality. The insurance fee for the policy and all added special clauses is borne by
the Company and no substantial insurance fee is borne by the insured. The said insurance policy has a deductible anddamages up to the deductible shall not be covered by the policy. The term of the D&O insurance policy is one (1) year, andthe Company plans to renew the policy by the resolution of the Board of Directors prior to the expiration of the said term.

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[Reference] Diversity of the Board of Directors
Areas of expertise that are highly expected of candidates for Directors to provide
Directors

Corporate
management,
Sales strategy
management
strategy

Finance,
capitalpolicyM&A

Manufacturing

Compliance,internal
controlGlobalexperience〇〇

Shiro Murai

〇

〇

〇

〇

Koji Yanase

〇

〇

〇

〇

Seiji Ono

〇

〇

〇

〇

〇

Toru
Maruyama

〇

〇

〇

〇

〇

HiroakiTakagi〇

Shinsuke
Takatani〇

Susumu
Omori

〇

Nao
Yoshizawa

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

* The above table does not show all of the knowledge and experience that the Directors have.

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Proposal 5:

Determination of Remuneration for the Allotment of Restricted Stock to Directors

At the 25th Annual General Shareholder’s Meeting held on March 30, 2017, it was approved that the total
amount of remuneration, etc. for Directors of the Company shall be set within 400 million yen per annum(excluding the employee salary portion paid to Directors concurrently serving as employees, and including
30 million yen or less for External Directors), and that stock acquisition rights as stock options shall beallotted to Directors of the Company (excluding External Directors) within the scope of the said amount of
remuneration, etc.
This time, in accordance with the revision of the remuneration system for directors and officers, theCompany proposes to allot to Directors of the Company (excluding External Directors, hereinafter referred
to as “Eligible Directors”) shares of the Company’s common stock which are subject to a certain transfer
restriction period and conditions for the acquisition of allotted shares by the Company without consideration,etc. (hereinafter referred to as “Restricted Stock”), in lieu of the stock acquisition rights as stock options
described above, for the purpose of enabling Eligible Directors to further share the benefits and risks ofchanges in stock prices with our shareholders, as well as to be motivated more than ever before to contributeto increasing stock prices and improving corporate value, as follows.
Accordingly, the Company proposes to abolish the provision for remuneration, etc. for stock acquisitionrights as stock options described above, and in lieu thereof, separately from the abovementioned amount of
remuneration, etc. for Directors, to set the total amount of monetary remuneration claims to be granted to the
Eligible Directors as remuneration, etc. for Restricted Stock at 50 million yen or less per annum. The detailsof the allotment of Restricted Stock are determined based on a comprehensive consideration of various
factors including contributions made by Eligible Directors at the Company, and the Company believes thatthose details are reasonable.
The Company established the “Policy for Determining the Amount of Remuneration, etc. for Individual
Directors,” at the Board of Directors meeting held on February 25, 2021, an outline of which is described on
page 36 of the Business Report, and the allotment of Restricted Stock is in line with this policy.
Currently, the number of Directors of the Company is eight (8) of which the number of External Directors
is three (3), and if Proposal 3 is approved, the number of Directors subject to the payment under this
Proposal remains unchanged at five (5).
If this Proposal is approved, new allotments of stock acquisition rights as stock options described above
to Directors of the Company shall cease to be implemented in the future, except for those that have alreadybeen allotted.
Specific Details and the Maximum Number of Shares of Restricted Stock to be Granted to Eligible Directors
1. Allotment of and payment for Restricted Stock
The Company shall grant Eligible Directors monetary remuneration claims as remuneration, etc.
pertaining to Restricted Stock within the abovementioned annual limit, based on the resolution of the Boardof Directors of the Company. Each Eligible Director shall receive the allotment of Restricted Stock bymaking in-kind contributions of all of the monetary remuneration claims granted.
The amount of Restricted Stock to be compensated shall be determined by the Board of Directors of theCompany, within a range that is not particularly advantageous to the Eligible Directors who receive the
Restricted Stock, based on the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the trading day prior to the date of the resolution of the Board of Directors concerning the issuance ordisposal of the Restricted Stock (or the closing price on the trading day immediately before the said day if notransaction is made on such business day).
The abovementioned monetary remuneration claims on Restricted Stock shall be granted on the condition
that the Eligible Directors have consented to the in-kind contribution described above and entered into a
Restricted Stock allotment agreement which includes the details prescribed in section 3 below.
2. Total number of shares of Restricted Stock
The total number of shares of Restricted Stock to be allotted to the Eligible Directors shall be no morethan 60,000 in each fiscal year.
However, on or after the date of the approval of this Proposal, this total number of shares of Restricted
Stock may be adjusted within reasonable limits if a share split (including an allotment of shares of theCompany’s common stock without consideration) or a reverse share split of the Company’s common stock
takes place, or if other similar circumstances arise in which adjustments become necessary to the total
number of shares of the Company’s Restricted Stock to be allotted.
3. Details of the Restricted Stock allotment agreement- 20 -

In the allotment of Restricted Stock, the Company and each of the Eligible Directors who receive
Restricted Stock shall enter into a Restricted Stock allotment agreement based on the resolution of the Boardof Directors of the Company. Such agreement shall include the following provisions:(1) Details of transfer restrictions
An Eligible Director who has received an allotment of Restricted Stock shall be restricted fromtransferring, establishing a security interest or mortgage on, giving as a gift during lifetime or abequest to the third party, or otherwise disposing of (hereinafter referred to as the “Transfer
Restrictions”), the Restricted Stock allotted (hereinafter referred to as the “Allotted Shares”), during
the period from the date of allotment of the Restricted Stock until he/she retires from office as a
Director of the Company (hereinafter referred to as the “Transfer Restriction Period”).
(2) Acquisition of Restricted Stock without consideration
In the event that an Eligible Director who has received an allotment of Restricted Stock retires fromoffice as a Director of the Company during the period from the start date of the Transfer Restriction
Period until the day before the date of the first Annual General Shareholder’s Meeting of theCompany after the start of the Transfer Restriction Period, the Company shall rightfully acquire the
Allotted Shares without consideration, except in cases where the Board of Directors of the Company
finds a valid reason.
In addition, the Company shall rightfully acquire the Allotted Shares without consideration at the
expiration of the Transfer Restriction Period described in section (1) above if there are any Allotted
Shares for which the Transfer Restrictions have not been lifted, pursuant to the provisions of theconditions for lifting Transfer Restrictions, described in section (3) below.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions of all of the Allotted Shares at the expiration of theTransfer Restriction Period on the condition that an Eligible Director who has received an allotmentof Restricted Stock has served continuously as a Director of the Company during the period from thestart date of the Transfer Restriction Period until the date of the first Annual General Shareholder’sMeeting of the Company after the start of the Transfer Restriction Period.
However, if the Eligible Director retires from office as a Director of the Company during the period
from the start date of the Transfer Restriction Period until the day before the date of the first Annual
General Shareholder’s Meeting of the Company after the start of the Transfer Restriction Period due
to a reason that the Board of Directors of the Company deems reasonable, the Company shall adjust
the number of the Allotted Shares whose Transfer Restrictions are to be lifted as well as the timing of
the lifting of the Transfer Restrictions in a reasonable manner, as necessary.
(4) Handling in cases of organizational restructuring, etc.
If, during the Transfer Restriction Period, a merger agreement under which the Company becomes thedisappearing company, a share exchange agreement or a share transfer plan under which the Company
becomes a wholly-owned subsidiary, or any other matter relating to organizational restructuring, etc.
is approved at a General Shareholder’s Meeting of the Company (or at a meeting of the Board of
Directors of the Company, if such organizational restructuring, etc. does not require the approval of
General Shareholder’s Meeting of the Company), the Company shall lift the Transfer Restrictions
prior to the effective date of the said organizational restructuring, etc., with respect to the number ofAllotted Shares reasonably determined in consideration of the period from the start date of theTransfer Restriction Period until the date of approval of such organizational restructuring, etc., basedon the resolution of the Board of Directors of the Company.
In such a case, the Company shall rightfully acquire, without consideration, the Allotted Shares forwhich the Transfer Restrictions have not been lifted at the time immediately after the Transfer
Restrictions are lifted in accordance with the abovementioned provision.
[Reference]
After the conclusion of this Annual General Shareholder’s Meeting, the Company plans to grant to its
Executive Officers and some of its employees in management positions a type of restricted stock that issimilar to the Restricted Stock described above.

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