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.

Securities Code: 6165
June 4, 2021
To our shareholders:
Tetsuji Morikubo
Representative Director
PUNCH INDUSTRY CO., LTD.
6-22-7 Minami-oi, Shinagawa-ku, Tokyo

Notice of the 47th Annual General Meeting of Shareholders
We are pleased to announce the 47th Annual General Meeting of Shareholders of PUNCH INDUSTRY CO., LTD.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via theInternet. Please review the “Reference Documents for the General Meeting of Shareholders” provided
hereinbelow, and exercise your voting rights by 6:00 p.m. (JST) on Tuesday, June 22, 2021.
1. Date and Time: Wednesday, June 23, 2021 at 10:00 a.m. (JST)
2. Venue:

A+B Meeting Room, Single Building 3F, Ours Inn Hankyu
1-50-5 Oi, Shinagawa-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 47th fiscal year (from April 1, 2020 toMarch 31, 2021), and audit results of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 47th fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal No. 6
Determination of Amount of Remuneration for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)
Proposal No. 7
Determination of Amount of Remuneration for Directors Who Are Audit andSupervisory Committee Members
Proposal No. 8
Determination of Remuneration for Grant of Shares with Restriction on Transfer to
Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)-1-

- When you attend the meeting in person, you are kindly requested to present the enclosed voting form at the reception desk.
- Pursuant to the laws and regulations and Article 14 of the Company’s Articles of Incorporation, “System to Ensure theAppropriateness of Operations and Its Operational Status” in the Business Report as well as “Notes to Consolidated Financial
Statements” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website and accordingly, are notincluded in the attachments to this notice.
As such, the documents attached to this notice are part of the Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements audited by the Audit & Supervisory Board Members for the audit report and the Accounting
Auditor for the accounting audit report.
- If any amendments are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements, such changes will be posted on the Company’s website.
The Company’s website
http://www.punch.co.jp/english/-2-Request regarding the Prevention of Spread of COVID-19
In order to prevent the spread of COVID-19, the following measures are planned to be taken at the 47th Annual
General Meeting of Shareholders of the Company. Your kind understanding and cooperation are greatly appreciated.
1. Requests for Shareholders● Shareholders considering to attend this general meeting of shareholders are asked to pay heed to the state of theirhealth and check their physical condition before visiting the venue of the meeting.
Shareholders unsure of their health, for instance, those who do not feel well, on the day of the meeting, particularly
those who are senior shareholders, those having an underlying disease, or those who are pregnant, are requested
to consider refraining from attending the meeting.
● The number of seats for shareholders will be limited in the venue of the meeting as they will be placed at a sufficientdistance from each other in order to prevent infection. Please be aware in advance that an entry to the venue of themeeting may be denied if seats are filled.
● In light of the above situation, shareholders are requested to exercise their voting rights in writing (by postal mail)or via the Internet in advance, and refrain from attending on the day of the meeting if at all possible.
2. Requests to Shareholders attending the meeting● Your cooperation will be appreciated in wearing a mask and having your hands disinfected with alcohol.
● Your temperature may be measured at the reception desk using a non-contact thermometer. We may take measures,
including limitation on your entry to the venue of the meeting, if you are found to be in poor health.
● Please be aware in advance that you may be asked to leave the venue of the meeting if you turn out to be in poor
health after your entry.
3. Measures taken by the Company● Officers and staff members of the Company will wear a mask in interacting with shareholders upon confirmationof good health including temperature measurement.
● No beverages will be served for the purpose of preventing infection.
● Matters to be reported, etc. may be presented in a concise manner.
If any significant change occurs to the management of the general meeting of shareholders due to changes in the
future situation, it will be promptly announced on the Company’s website (http://www.punch.co.jp). Shareholders
attending this general meeting of shareholders are asked to check if there is any change in advance. We apologize forany inconvenience this may cause you.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company considers return of profit to its shareholders as one of its management priorities, at the same asrecognizing enhancement of its corporate value through the growth and expansion of its businesses as the mostimportant priority.
In terms of profit distribution, our basic policy is to pay stable dividends constantly and emphasize linkage to theconsolidated business results while securing internal reserves necessary for future business development andmanagement structure enhancement. The Company intends to make appropriate profit distributions from acomprehensive viewpoint based on its financial position, profit level, dividend payout ratio, and others.
In accordance with such policy, the Company takes the operating results of the fiscal year under review and otherfactors into consideration and proposes to pay year-end dividends for the fiscal year as follows:
The Company is planning to use other capital surplus as resources for this dividend.
12

3

Type of dividend property
Cash
Allotment of dividend property and total amount thereof¥2 per common share of the Company
Total dividends ¥43,637,988
Effective date of dividends of surplus
June 24, 2021

-4-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal(1) The Company makes dedicated efforts to enhance corporate governance with an eye toward sustainablegrowth and medium- and long-term enhancement of corporate value. Whereas the Company intends totransit from a company with audit & supervisory board to a company with audit and supervisory committee
for the purpose of further enhancing the supervisory function of the Board of Directors by incorporating
Audit and Supervisory Committee Members, whose responsibilities include the audit of the execution ofduties by Directors, into the Board of Directors and to make managerial decision-making faster bydelegating a part of the executive authority of the Board of Directors to Directors; it is proposed to institutechanges required for the transition from a company with audit & supervisory board to a company withaudit and supervisory committee, including the establishment of provisions regarding Directors who are
Audit and Supervisory Committee Members and the Audit and Supervisory Committee and the deletion ofprovisions regarding Audit & Supervisory Board Members and the Audit & Supervisory Board.
(2) In order to enable the flexible payment of dividends of surplus, etc., it is proposed to establish a newprovision to the effect that the payment of dividends of surplus, etc. may be performed by a resolution of
the Board of Directors without a resolution of a general meeting of shareholders in accordance with theprovision of Article 459, paragraph (1) of the Companies Act as Article 44 of the Articles of Incorporation,
to change the current Article 48 (Year-end Dividend) of the Articles of Incorporation to the proposed Article
45 (Record Date for Dividends of Surplus), and to delete the current Article 49 (Interim Dividend) of the
Articles of Incorporation which overlaps a part of those provisions.
(3) In order to clarify the division of responsibilities entailed by the separation of execution and supervision
resulting from the transition to a company with audit and supervisory committee as well as to secure
appropriate human resources for Directors and to enable them adequately play their expected role, it is
proposed to change the current Article 30 (Limitation of Liability of Directors) of the Articles ofIncorporation to the proposed Article 31 (Exemption of Directors from Liability) as a provision to the effectthat Directors may be exempted from liability to the extent specified by laws and regulations by a resolutionof the Board of Directors in accordance with Article 426, paragraph (1) of the Companies Act. Changes to
Article 30 of the current Articles of Incorporation have been approved by all Audit & Supervisory Board
Members.
(4) Besides, necessary changes entailed by each of changes proposed above, including revision of wording,are proposed.
2. Details of the amendments
Changes proposed are described below.
Changes to the Articles of Incorporation pertaining to this proposal shall be effective at the conclusion of thismeeting.
The Present Articles of Incorporation
Article 1- 18 (Omitted)(Number of Directors)
Article 19.
The Company shall have not more than ten Directors.

(Newly established)(Election of Directors)
Article 20.
1 Directors shall be elected by a resolution of a general
meeting of shareholders.

(The proposed amendment is underlined)
Proposed Amendment
Article 1- 18 (Unchanged)(Number of Directors)
Article 19.
1 The Company shall have not more than ten Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2 The Company shall have not more than five Directors who
are Audit and Supervisory Committee Members.
(Election of Directors)
Article 20.
1 Directors shall be elected by a resolution of a general
meeting of shareholders, separately for Directors who are
Audit and Supervisory Committee Members and other
Directors.

-5-

The Present Articles of Incorporation
Resolutions on the election of a Director shall be made bya majority of the votes of the shareholders present at themeeting where the shareholders holding at least one-thirdof the voting rights of the shareholders entitled to exercise
their votes at such meetings are present.
3 Resolutions for the election of Directors shall not be
conducted by cumulative voting.
(Term of Office of Directors)
Article 21.
The term of office of a Director shall expire at the conclusionof the annual general meeting of shareholders for the lastbusiness year out of the business years terminating within one
year after the election of the Director.

Proposed Amendment

2(Newly established)(Newly established)(Newly established)(Representative Director, etc.)
Article 22.
1 The Representative Director shall be appointed by aresolution of the Board of Directors.

2
3

The Representative Director shall represent the Company
and execute the Company’s business.
The Board of Directors may appoint, by its resolution, one
Director and Chairman from among Directors, as required.

Article 23 (Omitted)(Notice of Meeting of the Board of Directors)
Article 24
When convening a meeting of the Board of Directors of theCompany, a notice shall be dispatched to each Director andeach Audit & Supervisory Board Member at least three days
before the date of the meeting;provided, however, that this period may be reduced in case ofurgent needs.
(Newly established)

2(Unchanged)

3(Unchanged)(Term of Office of Directors)
Article 21.
1 The term of office of a Director (excluding a Director who
is an Audit and Supervisory Committee Member) shall
expire at the conclusion of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within one year after the election of the
Director.
2 The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after the election of the
Director.
3 The term of office of a Director who is an Audit andSupervisory Committee Member elected to substitute for a
Director who is an Audit and Supervisory Committee
Member resigning before the expiration of the term ofoffice shall continue until the time the term of office of thesaid resigning Director is to expire.
4 The period during which the resolutions on the election of
a substitute Director who is an Audit and Supervisory
Committee Member pursuant to Article 329, paragraph (3)of the Companies Act remains effective shall end at thecommencement of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within two years after the election of the
Director.
(Representative Director, etc.)
Article 22.
1 The Representative Director shall be appointed fromamong Directors (excluding Directors who are Audit andSupervisory Committee Members) by a resolution of theBoard of Directors.
2 (Unchanged)
3

The Board of Directors may appoint, by its resolution, one
Director and Chairman from among Directors (excluding
Directors who are Audit and Supervisory Committee
Members), as required.
Article 23 (Unchanged)(Notice of Meeting of the Board of Directors)
Article 24
1 When convening a meeting of the Board of Directors of theCompany, a notice shall be dispatched to each Director atleast three days before the date of the meeting;provided, however, that this period may be reduced in caseof urgent needs.
2-6-With the consent of all Directors, a meeting of the Board of
Directors may be held without following the convening
procedures.

The Present Articles of Incorporation(Newly established)

Proposed Amendment(Delegation of decision regarding important business execution)
Article 25
Pursuant to the provisions of Article 399-13, paragraph (6) of
the Companies Act, the Company may, by resolution of theBoard of Directors, delegate all or a part of decisions onimportant execution of business (excluding matters specified ineach item of paragraph (5) of the said Article) to Directors.
(Method of Resolutions of the Board of Directors)(Method of Resolutions of the Board of Directors)
Article 26
Article 25
Resolutions of the Board of Directors of the Company shall be
Resolutions of the Board of Directors of the Company shall bemade by a majority of Directors present at the meeting wheremade by a majority of Directors present at the meeting where
the majority of Directors are present.
the majority of Directors entitled to participate in the vote arepresent.
(Omission of Resolutions of the Board of Directors)(Omission of Resolutions of the Board of Directors)
Article 26
Article 27
If all Directors consent to matters to be resolved in writing or in If all Directors consent to matters to be resolved in writing or in
the form of electromagnetic record, the Company deems that a
the form of electromagnetic record, the Company deems that a
resolution of the Board of Directors to approve such matters
resolution of the Board of Directors to approve such mattershas been made. Provided, however, that this shall not apply tohas been made.
the cases where any Audit & Supervisory Board Member
objects.
(Minutes of Meetings of the Board of Directors)(Minutes of Meetings of the Board of Directors)
Article 27
Article 28
A summary of the progress of the agenda of a meeting of the
A summary of the progress of the agenda of a meeting of theBoard of Directors and the result thereof as well as other
Board of Directors and the result thereof as well as othermatters specified by laws and regulations shall be stated or
matters specified by laws and regulations shall be stated orrecorded in minutes, to which Directors and Audit &recorded in minutes, to which Directors present shall affix theirname and seal or electronic signature.
Supervisory Board Members present shall affix their name andseal or electronic signature.
Article 28 (Omitted)
Article 29 (Unchanged)(Remuneration, etc. for Directors)(Remuneration, etc. for Directors)
Article 30
Article 29
The remuneration, etc. to Directors shall be determined by
The remuneration, etc. to Directors shall be determined byresolution of a general meeting of shareholders.
resolution of a general meeting of shareholders, separately for
Directors who are Audit and Supervisory Committee Members
and other Directors.
(Limitation of Liability of Directors)(Exemption of Directors from Liability)
Article 30
Article 31(Newly established)
1 Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act, the Company may, by resolution of theBoard of Directors, exempt a Director (including a person
who was formerly a Director) from his/her liability fordamages arising from neglecting his/her duties to the extent
permitted by laws and regulations.
2 (Unchanged)
The Company may enter into an agreement with a Director
who is not an executive director, etc. limiting his/her liability
for damages under Article 423, paragraph (1) of the Companies
Act, if requirements specified in laws and regulations are
satisfied; provided, however, that the maximum amount ofliability for damages under this agreement is the minimum
liability amount specified by laws and regulations.
Article 31 (Omitted)
Article 32 (Unchanged)
Chapter V(Deleted)
Audit & Supervisory Board Members and Audit & Supervisory
Board

-7-

The Present Articles of Incorporation(Establishment of Audit & Supervisory Board Members andAudit & Supervisory Board)
Article 32
The Company shall have Audit & Supervisory Board Members
and Audit & Supervisory Board.
(Number of Audit & Supervisory Board Members)
Article 33
The Company shall have not more than four Audit &Supervisory Board Members.
(Election of Audit & Supervisory Board Members)
Article 34
1 Audit & Supervisory Board Members shall be elected byresolution of a general meeting of shareholders.
2 Resolutions on the election of an Audit & Supervisory
Board Member shall be made by a majority of the votes ofthe shareholders present at the meeting where theshareholders holding at least one-third of the voting rightsof the shareholders entitled to exercise their votes at suchmeetings are present.
3 Pursuant to the provisions of Article 329, paragraph (3) ofthe Companies Act, the Company may elect a substitute
Audit & Supervisory Board Member at a general meetingof shareholders to be ready to fill a vacant position should
the number of Audit & Supervisory Board Members fall
below the number required by laws and regulations.
4 The period during which the resolution on the election of a
substitute Audit & Supervisory Board Member referred toin the foregoing paragraph remains effective shall end at
the commencement of the first annual general meeting ofshareholders to be held after the said resolution is adopted.
(Term of Office of Audit & Supervisory Board Members)
Article 35
1 The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election of the Audit & Supervisory Board Member.
2 The term of office of an Audit & Supervisory Board
Member who is elected as the substitute shall continue until
the time the term of office of the Audit & Supervisory
Board Member who retired from office is to expire;provided, however, that the substitute Audit & Supervisory
Board Member who is elected pursuant to paragraph (3) of
the preceding article assumes the office of the Audit &Supervisory Board Member, it shall expire no later than the
conclusion of the annual general meeting of shareholders
that concludes within four years of his/her election as a
substitute Audit & Supervisory Board Member.
(Full-Time Audit & Supervisory Board Members)
Article 36
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Members from among its Members.
(Notice of Meeting of the Audit & Supervisory Board)
Article 37
When convening a meeting of the Audit & Supervisory Board,a notice shall be dispatched to each Audit & Supervisory Board
Member at least three days before the date of the meeting;provided, however, that this period may be reduced in case ofurgent needs.

-8-

Proposed Amendment(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

The Present Articles of Incorporation(Method for Making Resolutions by Audit & Supervisory Board)
Article 38
A resolution of the Audit & Supervisory Board shall be madeby a majority of Audit & Supervisory Board Members unlessotherwise specified by laws and regulations.
(Minutes of Meetings of the Audit & Supervisory Board)
Article 39
A summary of the progress of the agenda of a meeting of the
Audit & Supervisory Board and the result thereof as well asother matters specified by laws and regulations shall be statedor recorded in minutes, to which Audit & Supervisory Board
Members present shall affix their name and seal or electronic
signature.
(Rules of the Audit & Supervisory Board)
Article 40
Matters concerning the Audit & Supervisory Board shall begoverned by the Rules of the Audit & Supervisory Board
established by the Audit & Supervisory Board, in addition toapplicable laws and regulations and the Articles ofIncorporation.
(Remuneration, etc. for Audit & Supervisory Board Members)
Article 41
The Remuneration, Etc. to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Limitation of Liability of Audit & Supervisory Board Members)
Article 42
The Company may enter into an agreement with an Audit &Supervisory Board Member limiting his/her liability fordamages under Article 423, paragraph (1) of the Companies
Act, if requirements specified in laws and regulations are
satisfied; provided, however, that the maximum amount ofliability for damages under this agreement is the minimum
liability amount specified by laws and regulations.
(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)

Proposed Amendment(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Chapter V
Audit and Supervisory Committee(Establishment of the Audit and Supervisory Committee)
Article 33
The Company shall have Audit and Supervisory Committee.
(Full-time Audit and Supervisory Committee Members)
Article 34
The Audit and Supervisory Committee may appoint, by its
resolution, full-time Audit and Supervisory Committee
Members.
(Notice of Meeting of the Audit and Supervisory Committee)
Article 35
1 When convening a meeting of the Audit and Supervisory
Committee of the Company, a notice shall be dispatched toeach Audit and Supervisory Committee Member at least
three days before the date of the meeting;provided, however, that this period may be reduced in caseof urgent needs.
2 With the consent of all Audit and Supervisory Committee
Members, a meeting of the Audit and Supervisory
Committee may be held without following the convening
procedures.
(Method for Making Resolutions by Audit and Supervisory
Committee)-9-The Present Articles of Incorporation

Proposed Amendment
Article 36
A resolution of the Audit and Supervisory Committee of theCompany shall be made by a majority of Audit and Supervisory
Committee Members present at the meeting where the majorityof Audit and Supervisory Committee Members entitled toparticipate in the vote are present.
(Minutes of Meetings of the Audit and Supervisory Committee)
Article 37
A summary of the progress of the agenda of a meeting of the
Audit and Supervisory Committee and the result thereof as wellas other matters specified by laws and regulations shall be
stated or recorded in minutes, to which Audit and Supervisory
Committee Members present shall affix their name and seal orelectronic signature.
(Rules of the Audit and Supervisory Committee)
Article 38
Matters concerning the Audit and Supervisory Committee shallbe governed by the Rules of the Audit and Supervisory
Committee established by the Audit and Supervisory
Committee, in addition to applicable laws and regulations andthe Articles of Incorporation.
Chapter VI
Accounting Auditor
Article 39- 41 (Unchanged)(Remuneration, etc. for Accounting Auditor)
Article 42
Remuneration, etc. for the Accounting Auditor shall be
determined by the Board of Directors with the consent of the
Audit and Supervisory Committee.
Chapter VII
Accounts
Article 43 (Unchanged)(Organizational Body to Determine Dividends of Surplus, Etc.)
Article 44
Unless otherwise provided for by laws and regulations, theCompany may, by resolution of the Board of Directors,
determine dividends of surplus and other matters set forth in
the items of Article 459, paragraph (1) of the Companies Act.
(Record Date for Dividends of Surplus)
Article 45
1 The record date for year-end dividends of the Company
shall be March 31 of each year.

(Newly established)(Newly established)

Chapter VI
Accounting Auditor
Article 43- 45 (Omitted)(Remuneration, etc. for Accounting Auditor)
Article 46
Remuneration, etc. for the Accounting Auditor shall be
determined by the Board of Directors with the consent of the
Audit & Supervisory Board.
Chapter VII
Accounts
Article 47 (Omitted)(Newly established)(Year-end Dividend)
Article 48
The Company shall, by resolution of the general meeting ofshareholders, pay dividends of surplus in cash (hereinafterreferred to as the “Year-end Dividends”) to shareholders or
registered pledgees of shares listed or recorded in the final
register of shareholders as of March 31 every year.
(Newly established)

2(Newly established)

3(Interim Dividend)
Article 49
The Company may, by resolution of the Board of Directors,
pay dividends of surplus (hereinafter referred to as the “Interim
Dividends”) as specified in Article 454, paragraph (5) of theCompanies Act to shareholders or registered pledgees of shares
listed or recorded in the final register of shareholders as of
September 30 every year.

- 10 -The record date for interim dividends of the Company shallbe September 30 of each year.
In addition to the provisions of the preceding two
paragraphs, the Company may pay dividends of surplus by
setting a record date.
(Deleted)

The Present Articles of Incorporation
Proposed Amendment(Prescription for Payment of Year-end Dividends, etc.)(Prescription for Payment of Dividends, etc.)
Article 46
Article 50
1 In case where the Year-end Dividends or Interim Dividends
1 In cases where the dividends have not been received afterof the Company have not been received after the lapse of
the lapse of three full years from the date ofcommencement of payment thereof, the Company shall bethree full years from the date of commencement of
exempt from the obligation to pay such dividends.
payment thereof, the Company shall be exempt from theobligation to pay such dividends.
2 No interest shall accrue on unpaid Year-end Dividends and
2 No interest shall accrue on the payment specified in theInterim Dividends.
foregoing paragraph.

- 11 -

Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Subject to the approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, theCompany will transit to a company with audit and supervisory committee, and all six Directors will retire from officedue to the expiration of their terms of office when the amendment to the Articles of Incorporation takes effect.
Therefore, the Company proposes the election of seven Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) after its transition to a company with audit
and supervisory committee.
Each candidate for Director has been selected by the Board of Directors after deliberation at the Nomination &Remuneration Advisory Committee, a majority of which are independent outside officers.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.
The candidates for Director are as follows.
Candidate
No.

Name

Current position in the Company

Attribute

Attendanceat Board of
Directors
meetings

1

Tetsuji Morikubo

Representative Director
President, Chief Executive Officer

Reelection

18/18(100%)

2

Yasuhiro Sanada

Director
Managing Executive Officer, Chief Operating Officer

Reelection

18/18(100%)

3

Takao Murata

Director
Senior Executive Officer, Chief Financial Officer

Reelection

18/18(100%)

4

Akira Takanashi

Director
Senior Executive Officer, Chief Operating Officer

Reelection

17/18
(94%)

5

Susumu Sugita

Full-time Audit & Supervisory Board Member

New election

17/18
(94%)

6

Yukiko Mitsuhashi

Outside Director
Chairperson of the Board of Directors

7

Naruhiko Takatsuji-- 12 -

Reelection
OutsideIndependent
New election
OutsideIndependent

18/18(100%)-/-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
May 2003
Feb. 2005

1

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
Nov. 2012
General Manager of Value Creation Office of
the Company
Apr. 2013
General Manager of Corporate Planning Office
Apr. 2015
Seconded to PUNCH INDUSTRY MALAYSIA
SDN. BHD.
Tetsuji Morikubo
Dec. 2015
Representative Director of PUNCH(January 12, 1977)
INDUSTRY MALAYSIA SDN. BHD.
Apr. 2016
Executive Officer of the Company
Reelection
June 2018
Director and Senior Executive Officer in
663,000
Attendance at Board ofCharge of Corporate Strategy
Directors meetings in FY2020 Apr. 2019
Chief Strategy Officer in Charge of Group
18/18
Business Management
June 2019
Representative Director (incumbent) and Vice
Tenure as Director
President
3 years
Nov. 2019
President and Chief Executive Officer
in charge of the Punch Industry Group(incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Tetsuji Morikubo and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2018, Mr. Morikubo has been overseeing the entire business of
the Punch Industry Group, with a focus on management and business development strategies. Furthermore, since
becoming President and Chief Executive Officer in November 2019, he has worked hard to improve corporate value asa top executive of the Punch Industry Group by utilizing his business experience at the Company and the Punch
Industry Group in China and Southeast Asia. The Company judges him to be appropriate as Chief Executive Officer toaccelerate the rebuilding of management and drive the further growth of the Group, in light of its deteriorating
performance due to sluggish market conditions since the middle of fiscal 2018, as well as the recent COVID-19
pandemic and, thus, requests him to be reelected as Director.

- 13 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
May 1988
May 2002

2

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of PUNCH
INDUSTRY (DALIAN) CO., LTD.
Apr. 2008
General Manager of Sales Department of theCompany
Jan. 2010
General Manager of PUNCH INDUSTRY(DALIAN) CO., LTD.
Yasuhiro Sanada
July 2011
Executive Officer of the Company and(January 7, 1959)
Chairman of PUNCH INDUSTRY (DALIAN)
CO., LTD.
Reelection
June 2012
Director (incumbent)
Apr. 2016
Executive Officer and Chief Operating Officer
28,196
Attendance at Board of
in Charge of Business Supervision
Directors meetings in FY2020
18/18
June 2017Managing Executive Officer and Chief
Operating Officer (incumbent)
Tenure as Director
June 2018
In Charge of Overseas Business
9 years
Apr. 2019
In Charge of Sales and General Manager ofMarketing & Sales Headquarters (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Yasuhiro Sanada and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2012, Mr. Sanada has led the Punch Industry Group’s global
expansion as a top executive by utilizing his business experience at the Company and the Punch Industry Group in
China. Since 2019, he has overseen the Group’s sales with a focus on cultivating new demand and attracting businessorders amid ongoing sluggish market conditions. In light of his experience and track record, the Company judges him tobe appropriate as a person in charge to “Enhance customer-focused marketing capabilities,” a priority initiative definedin VC2020 Plus, the Group’s new mid-term business plan and, thus, requests him to be reelected as Director.

- 14 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1984

3

Number of theCompany’s shares
ownedJoined Victor Company of Japan, Limited(currently JVCKENWOOD Corporation)
Nov. 1998
Seconded to JVC Electronics Malaysia Sdn.
Bhd. as General Manager of Accounting
Department
Oct. 2008
Senior Manager of Finance Strategy Divisionof JVCKENWOOD Holdings, Inc. (currently
JVCKENWOOD Corporation)
Takao Murata
July 2010
General Manager of Accounting & Tax(October 4, 1959)
Supervisory Department of Finance Strategy
Division of JVCKENWOOD Holdings, Inc.
Reelection
Dec. 2010
Joined the Company as Deputy General
Manager of Accounting Department
20,173
Attendance at Board ofGeneral Manager of Accounting Department
Directors meetings in FY2020 Apr. 2011
July 2011
Executive Officer
18/18
June 2012
Director (incumbent)
Tenure as Director
June 2016
Executive Officer and Chief Financial Officer
9 years
June 2017
Senior Executive Officer and Chief Financial
Officer (incumbent)
June 2018
In Charge of Administration (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Takao Murata and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2012, Mr. Murata has overseen the Group’s administration
department by utilizing many years of experience and insights in finance and accounting. In addition to centrally
managing the Group’s human, material, financial and information resources, he has promoted reforms in working-styleand corporate governance. The Company judges him to be appropriate as a person in charge to maintain the Group’s
sound financial structure, as well as to promote further working-style reforms, governance reforms, and human resource
development and, thus, requests him to be reelected as Director.

- 15 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Aug. 1989
Apr. 2008

4

5

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
July 2013
General Manager of PUNCH INDUSTRY(DALIAN) CO., LTD.
June 2015
Executive Officer of the Company and
Chairman of PUNCH INDUSTRY (DALIAN)
Akira TakanashiCO., LTD.
(May 14, 1969)
June 2017
Senior Executive Officer of the Company(incumbent)
Reelection
Apr. 2018
General Manager of Manufacturing
Headquarters and General Manager of
13,592
Attendance at Board ofMarketing & Sales Headquarters
Directors meetings in FY2020
17/18
June 2018
Director (incumbent) in Charge of Domestic
Businesses
Tenure as Director
Apr. 2019
Chief Operating Officer, in Charge of
3 years
Manufacturing and General Manager of
Manufacturing Headquarters (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Akira Takanashi and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2018, Mr. Takanashi has been a powerful force in improving theGroup’s manufacturing capabilities and product quality as head of manufacturing by utilizing his business experience at
the Company and the Punch Industry Group in China. The Company judges him to be appropriate as a person in charge
to promote cost reduction and quality reforms in production bases in Japan and overseas and, thus, requests him to bereelected as Director.
Apr. 1970
Joined ALPS ELECTRIC CO., LTD. (currently
ALPS ALPINE CO., LTD.)
June 1987
Joined the Company
Susumu Sugita
May 2000
General Manager of Sales Department of the(February 20, 1952)
Company
Apr. 2005
Executive Officer of the Company
New election
June 2010
Director
June 2011
Managing Director
19,132
Attendance at Board ofJune 2014
Senior Managing Director
Directors meetings in FY2020
June 2015
Full-time Audit & Supervisory Board Member
17/18(incumbent)[Significant
concurrent
positions outside the Company]
Tenure as Director
There
are
no
significant
concurrent
positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Susumu Sugita and theCompany.
Reasons for nomination as candidate for Director
Mr. Sugita oversaw the Group’s sales, manufacturing, and development departments for six years as Director since June2010 and has been serving as a full-time Audit & Supervisory Board Member for six years since taking office in June
2015, performing audit by utilizing his profound knowledge regarding the Group’s business. The Company judges him
to be appropriate as a person to carry out the special presidential mission of strengthening collaboration between the
Audit and Supervisory Committee and the internal audit department upon transition to a company with audit andsupervisory committee and, thus, requests him to be elected as Director.

- 16 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1989
Apr. 2000

6

Number of theCompany’s shares
ownedJoined Central Japan Railway Company
Registered as an attorney at law
Yukiko Mitsuhashi
Joined Blakemore & Mitsuki Law Office(June 12, 1966)
Nov. 2002
Joined Ashurst Tokyo Law OfficeJan. 2010
Joined City-Yuwa Partners
Reelection
June 2015
Outside Director of AOI Pro. Inc. (incumbent)
OutsideJune 2016
Outside Director of the Company (incumbent)
Independent
June 2018
Chairperson of the Board of Directors(incumbent)
Attendance at Board of
July 2020
Partner at Atsumi & Sakai (incumbent)
Directors meetings in FY2020[Significant concurrent positions outside the Company]
18/18
Lawyer at Atsumi & Sakai
Outside Director of AOI Pro. Inc.
Tenure as Outside Director[Relationship of special interest in the Company]
5 years
There is no special interest between Yukiko Mitsuhashi and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging Ms. Mitsuhashi capable ofappropriately fulfilling duties
While Ms. Mitsuhashi has not been involved in running a company in other ways than serving as an outside officer, she
has extensive knowledge in general legal affairs as a lawyer as well as experience as an outside director at anothercompany in addition to work experience in a business corporation. Furthermore, she has provided appropriate advice
regarding our efforts to promote diversity from her perspective as a woman. The Company judges her to be appropriate
as Outside Director capable of realizing proactive governance. The Company expects that she will contribute to morevigorous discussion at meetings of the Board of Directors of the Company as its chairperson and provide objective andhighly transparent opinions on the selection of candidates for the Company’s officers and the appropriateness of theirremuneration, etc. as a member of the Nomination & Remuneration Advisory Committee and, thus, requests her to bereelected as Outside Director.

- 17 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company

Number of theCompany’s shares
owned

Apr. 2000

7

Notes:

Joined the Ministry of Economy, Trade andIndustry
June 2007
Joined M&A Advisory Services Department of
Sumitomo Mitsui Banking Corporation
July 2009
Analyst at Toward the Infinite World, Inc.
June 2011
In charge of Public Relations and IR of General
Administration Department of Nabtesco
Corporation
Jan. 2013
Senior Analyst at Analysis Team of Uzabase,Inc.
May 2014
Senior Analyst at Ichiyoshi Securities Co., Ltd.
Naruhiko Takatsuji(Seconded to ICHIYOSHI RESEARCH(October 4, 1977)
INSTITUTE INC.)
New election
July 2020
Senior Economist and Senior Analyst at
OutsideInformation Distribution Section of FISCO Ltd.
Independent(incumbent)
Apr. 2021
Part-time lecturer at Department of Business
Law, Graduate School of Law, Aoyama Gakuin
University (incumbent)
Apr. 2021
Visiting Researcher at Tama University Center
for Social Investment (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Naruhiko Takatsuji and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging Mr. Takatsuji capable ofappropriately fulfilling duties
While Mr. Takatsuji has not been involved in running a company in the past, he has deep insights on corporate financeand governance, abundant experience as a member of a corporate IR department and a securities analyst, and broad
knowledge regarding the Company’s external environment including the trend in industries in which the Company
operates. The Company judges him to be appropriate as Outside Director capable of realizing an improvement of theCompany’s corporate value. The Company expects that he will give us appropriate advice on its management strategies
and provide objective and highly transparent opinions on the selection of candidates for the Company’s officers and theappropriateness of their remuneration, etc. as a member of the Nomination & Remuneration Advisory Committee and,thus, requests him to be elected as Outside Director.
1. Ms. Yukiko Mitsuhashi and Mr. Naruhiko Takatsuji are candidates for Outside Director.
2. Ms. Mitsuhashi and Mr. Takatsuji satisfy the “Independence Criteria for Outside Officers” stipulated by the Company.
3. The Company has entered into agreements with Ms. Mitsuhashi to limit her liability for damages under Article 423,
paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the Act. If she is reelected
as Director, the Company plans to continue the agreements with her. If Mr. Takatsuji is elected as Director, the Company
plans to enter into the same limited liability agreement with him.
4. The Company has entered into a directors and officers liability insurance contract as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company, and the said insurance contract is intended to coverdamages, litigation expenses, etc. to be borne by the insured, including Directors and Audit & Supervisory Board Membersof the Company, upon a claim for damages filed by a shareholder, third party, etc. Every candidate elected as Director will
be insured by the said insurance contract.
The said insurance contract is planned to be renewed for Directors (including Directors who are Audit and Supervisory
Committee Members) with the same terms and conditions upon next renewal.
5. The Company has submitted notification to the Tokyo Stock Exchange for Ms. Mitsuhashi as an independent officer as
provided for by the aforementioned exchange. If she is reelected as Director, the Company plans to continue to designate
her as an independent officer. If Mr. Takatsuji is elected as Director, the Company plans to submit notification for him as
an independent officer.
6. The number of the Company’s shares owned by each candidate includes his/her shares in the Officers Stock Ownership
Plan of the Company.

- 18 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

Subject to approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company
will transit to a company with audit and supervisory committee. Therefore, the Company proposes the election of
three Directors who are Audit and Supervisory Committee Members.
Each candidate for Director who is an Audit and Supervisory Committee Member has been selected by the Board of
Directors after deliberation at the Nomination & Remuneration Advisory Committee, a majority of which are
independent outside officers.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.
Candidates for Director who are Audit and Supervisory Committee Members are as follows:
Attendanceat Audit &Supervisory
Board
meetings

Current position in the Company

Attribute

Attendanceat Board of
Directors
meetings

Minoru Kawano

Senior General Manager of Corporate
Audit OfficeNewelection

-/-

-/-

2

Yoriatsu Matsue

Outside Audit & Supervisory Board
Member18/18(100%)

16/16(100%)

3

Tomoo Suzuki

-

-/-

-/-

Candidate
No.

1

Name

- 19 -New
election
OutsideIndependentNewelection
OutsideIndependent

Candidate
No.

Name
(Date of Birth)

Career summary and position in the Company
Apr. 1982

1

Number of theCompany’s shares
ownedJoined Victor Company of Japan, Limited(currently JVCKENWOOD Corporation)
May 2007
Seconded to JVC China (Beijing) as General
Manager of Administrative Department (until
July 2009)
June 2012
General Manager of Finance Supervisory
Department of Finance Strategy Division of
JVCKENWOOD Corporation
Oct. 2013
Head of Finance Management Group, FinanceOperation Department of Finance Strategy
Division of JVC KENWOOD Corporation
July 2014
Joined the Company as Deputy General
Minoru Kawano
Manager of Finance & Accounting Department(May 28, 1957)
Apr. 2015
General Manager of Finance & Accounting
6,503
Department
New election
June 2017
Executive Officer, General Manager of
Administration Headquarters and General
Manager of Finance & Accounting Department
Apr. 2018
Executive Officer and General Manager ofCorporate Audit Office
June 2020
Senior General Manager of Corporate Audit
Office (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Minoru Kawano and theCompany.
Reasons for nomination as candidate for Director
Mr. Kawano has a certain degree of understanding of the Company’s business and profound knowledge of finance andaccounting, internal audit, internal control, risk management, etc. on the basis of many years of experience in areas offinance and accounting at his former position and the Company as well as his four years of experience as a person in
charge of the internal audit departments. The Company judges him to be appropriate as Audit and Supervisory
Committee Member performing its duties and, thus, requests him to be elected as Director who is an Audit andSupervisory Committee Member.

- 20 -

Candidate
No.

Name
(Date of Birth)
Yoriatsu Matsue(July 28, 1956)
New election
OutsideIndependent
Attendance at Board of
Directors meetings in FY2020
18/18

2

Attendance at Audit &Supervisory Board meetings in
FY202016/16Career summary and position in the Company
Registered as an attorney at law
Part-time official of the Tokyo Metropolitan
Government (for legal advice) (incumbent)
Apr. 2009
Established the MATSUE Yoriatsu Law Office
Apr. 2010
Secretary General of Legal Training Center ofTOKYO BAR Association
Jan. 2012
Partner at Legal Professional CO. AWAJICHODREAM (currently Legal Professional CO.
DREAM) (incumbent)
June 2012
Outside Audit & Supervisory Board Member of
the Company (incumbent)[Significant concurrent positions outside the Company]
Lawyer at Legal Professional CO. DREAM
Part-time official of the Tokyo Metropolitan Government[Relationship of special interest in the Company]
There is no special interest between Yoriatsu Matsue and theCompany.

Number of theCompany’s shares
owned

Apr. 1988
Apr. 1994

10,455

Tenure as Outside Audit &Supervisory Board Member
9 years
Reasons for nominating as candidate for Outside Director, expected roles and judging Mr. Matsue capable ofappropriately fulfilling duties
Mr. Matsue has been serving as Outside Audit & Supervisory Board Member for nine years since taking office in June
2012. While he has not been involved in running a company in other ways than serving as an outside officer, he has
contributed to ensuring the objectivity and neutrality of the Company’s management through his fair judgment based on
his many years of experience as a lawyer and knowledge gained there through. The Company judges him to beappropriate as Audit and Supervisory Committee Member. The Company expects that he will not only perform his
duties as an Audit and Supervisory Committee Member but also provide objective and highly transparent opinions on
the selection of candidates for the Company’s officers and the appropriateness of their remuneration, etc. and, thus,
requests him to be elected as Director who is an Audit and Supervisory Committee Member.

- 21 -

Candidate
No.

Name
(Date of Birth)

Career summary and position in the Company
Apr. 1982
Oct. 2003

3

Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined NEC Corporation
General Manager of Accounting Department of
Personal Solution Planning Headquarters of
NEC Corporation
July 2008
Seconded to NEC TOSHIBA Space Systems
Ltd. as Supervisory Manager and General
Manager of Business Planning Department
Tomoo Suzuki
Oct. 2011
General Manager of Management Planning(January 31, 1958)
Department of NEC TOSHIBA Space Systems
Ltd.
New election
June 2012
Full-time Audit & Supervisory Board Member
Outsideof Nippon Avionics Co., Ltd.
Independent
June 2020
Advisor of Nippon Avionics Co., Ltd.
(Incumbent) (scheduled to retire in June 2021)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Tomoo Suzuki and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging Mr. Suzuki capable ofappropriately fulfilling duties
Mr. Suzuki has been engaged in finance and accounting for many years at business corporations and served as an Audit& Supervisory Board Member for eight years at another business corporation. While he has not been involved inrunning a company in other ways than serving as an outside officer, the Company judges him to be appropriate as Audit
and Supervisory Committee Member performing its duties on the basis of his abundant knowledge on finance andaccounting as well as his auditing experience. The Company expects that he will not only perform his duties as an Audit
and Supervisory Committee Member but also provide objective and highly transparent opinions on the selection ofcandidates for the Company’s officers and the appropriateness of their remuneration, etc. and, thus, requests him to beelected as Director who is an Audit and Supervisory Committee Member.
Mr. Yoriatsu Matsue and Mr. Tomoo Suzuki are candidates for Outside Director.
Mr. Matsue and Mr. Suzuki satisfy the “Independence Criteria for Outside Officers” stipulated by the Company.
The Company has entered into an agreement with Mr. Matsue limit his liability for damages as an Outside Audit &Supervisory Board Member under Article 423, paragraph (1) of the Companies Act, pursuant to the provisions of Article
427, paragraph (1) of the Act. If he is elected as Outside Director, the Company plans to enter into the same agreementwith him as an Outside Director. If Mr. Suzuki is elected as Director, the Company plans to enter into the same limited
liability agreement with him.
The Company has entered into a directors and officers liability insurance contract as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company, and the said insurance contract is intended to coverdamages, litigation expenses, etc. to be borne by the insured, including Directors and Audit & Supervisory Board Membersof the Company, upon a claim for damages filed by a shareholder, third party, etc. Every candidate elected as Director will
be insured by the said insurance contract.
The said insurance contract is planned to be renewed for Directors with the same terms and conditions upon next renewal.
The Company has submitted notification to the Tokyo Stock Exchange for Mr. Matsue as independent officers as provided
for by the aforementioned exchange. If he is reelected as Director, the Company plans to continue to designate him as anindependent officer. If Mr. Suzuki is elected as Director, the Company plans to submit notification for him as anindependent officer.
The number of the Company’s shares owned by each candidate includes his/her shares in the Officers Stock Ownership
Plan of the Company.

- 22 -

Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

Subject to approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company
will transit to a company with audit and supervisory committee. Therefore, the Company proposes the election of
one substitute Director who is an Audit and Supervisory Committee Member to be ready to fill a vacant position
should the number of Directors who are Audit and Supervisory Committee Members fall below the number requiredby laws and regulations.
The candidate for substitute Director who is an Audit and Supervisory Committee Member has been selected by the
Board of Directors after deliberation at the Nomination & Remuneration Advisory Committee, a majority of which
are independent outside officers.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.
A Candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of Birth)

Career Summary
Apr. 1980
July 2007

Number of theCompany’s shares
ownedJoined Teijin Limited
Manager of New Business Development Department of
Teijin Limited
Atsushi Mugitani
Apr. 2013
Manager of Corporate Audit Department of Teijin Limited(June 17, 1957)
June 2015
Full-time Corporate Auditor of Teijin Limited (retired inJune 2019)
Outside[Significant concurrent positions outside the Company]
Independent
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Atsushi Mugitani and the Company.
Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member
and expected roles
Mr. Mugitani possesses experience in accounting, finance and others across multiple business fields as well as abundant experience
in internal audits and as a corporate auditor. The Company judges him to be appropriate as Outside Director who is an Audit andSupervisory Committee Member and thus requests him to be elected as substitute Outside Director who is an Audit and Supervisory
Committee Member. If he takes office as Outside Director who is an Audit and Supervisory Committee Member, the Company
expects that he will provide objective and highly transparent opinions on the selection of candidates for the Company’s officers andthe appropriateness of their remuneration, etc., as a member of the Nomination & Remuneration Advisory Committee.
Notes: 1. Mr. Atsushi Mugitani is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
2. Mr. Mugitani satisfies the “Independence Criteria for Outside Officers” stipulated by the Company.
3. If Mr. Mugitani takes office as Outside Director who is an Audit and Supervisory Committee Member, the Company plansto enter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies
Act in accordance with the provisions of Article 427, paragraph (1) of the Act.
4. The Company has entered into a directors and officers liability insurance contract as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company, and the said insurance contract is intended to coverdamages, litigation expenses, etc. to be borne by the insured, including Directors and Audit & Supervisory Board Membersof the Company, upon a claim for damages filed by a shareholder, third party, etc. If Mr. Mugitani takes office as Outside
Director who is an Audit and Supervisory Committee Member, he will be insured by the said insurance contract.
The said insurance contract is planned to be renewed for Directors with the same terms and conditions upon next renewal.
5. If Mr. Mugitani takes office as Outside Director who is an Audit and Supervisory Committee Member, the Company plans
to submit notification to the Tokyo Stock Exchange for him as an independent officer as provided for by the
aforementioned exchange.

- 23 -

<Reference>
Policy and Procedure in Nominating Candidates for Director
Candidates are proposed by the Representative Director provided that the following requirements are met, anddetermined by the Board of Directors after deliberation on their eligibility at the Nomination & Remuneration
Advisory Committee, a majority of which are independent outside officers.
Requirements for Directors
(i)
(ii)
(iii)
(iv)

The person has personality and insight that is appropriate for a director of a listed company
The person has no health issues, both physically and mentally, in performing duties as Director
The person has excellent managerial judgment and management execution capabilities
The person has sufficient experience and knowledge to fulfill duties as Director in relation to the operationsof the Company and its Group(v) The person has abundant expertise/experience and is a talented individual who can contribute to sustainablegrowth of the Company and increase in corporate value over the medium to long term(vi) His/her concurrent assignments as officer at other companies are within reasonable limits, allowing him/her
to allocate sufficient time and efforts to businesses as Director of the Company(vii) Independence from a person with responsibility to execute business(viii) Ability to maintain integrity and objectivity(ix) At least one Director should preferably have reasonable knowledge on finance and accounting

Note: Among the above, (i) to (iv) are requirements for internal Directors, (i) to (iii) and (v) and (vi) are those for
Outside Directors, and (vii) to (ix) in addition to the above mentioned are those for Directors who are Audit andSupervisory Committee Members.
Criteria for Independence of Outside Officers
If a person does not fall under any of the below items in addition to meeting the requirements for outside officers
for the purpose of the Companies Act, the Company judges the relevant outside officer to have independence withno risk of conflict of interest with general shareholders.
(i)

A person with the current responsibility to execute business*1 of the Company and its affiliates (the Group
hereinbelow), or who has had such responsibility in the past(ii) A person who has the Group as a major trading partner*2 or a person with responsibility to execute businessfor such person(iii) A major trading partner of the Group or a person with responsibility to execute business for such trading
partner(iv) A major shareholder*3 of the Company or a person with responsibility to execute business for such person(v) A person with responsibility to execute business for a company of which the Group is a major shareholder(vi) A person who belongs to an auditing corporation which acts as Statutory Accounting Auditor of theCompany(vii) A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives a large amount*4 ofmoney or other financial benefits other than officers’ remuneration from the Group. Where a relevant
person who receives such benefits is an entity such as a corporation or association, persons who belong tosuch entity are included.
(viii) A party who receives a large amount of donations or grants from the Group, or a person with responsibility
to execute business for such party(ix) A financial institution or its affiliated company from which the Group borrows money in excess of 2% of
its consolidated total assets as at the end of the most recent fiscal year, or a person with responsibility to
execute business for such companies(x) Where a person with responsibility to execute business for the Group concurrently assumes office ofoutside officer of another company, a person with responsibility to execute business for such other company
or its affiliates(xi) A person who has fallen under (ii) to (x) in the above during the past three years(xii) Where a person who falls under (i) to (xi) in the above assumes an important post (an officer or employee
in a General Manager post or other equivalent positions), his/her spouse and relative within the second
degree of kinship
Notes:*1 A person with responsibility to execute business: executive director, executive officer, officer in charge ofthe execution of the operations of other entities, etc., and staff member/employee who executes business- 24 -

*2 Major trading partner: A trading partner where the amount of business with such partner exceeds 2% of its
consolidated sales during the most recent financial year
*3 Major shareholder: A shareholder who possesses 10% or more of voting rights, including direct and indirectownership*4 A large amount: More than ¥10 million a year in the case of an individual, and more than an amountequivalent to 2% of its annual total revenue in the case of an entity such as a corporation or association- 25 -

Proposal No. 6

Determination of Amount of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

Subject to approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company
will transit to a company with audit and supervisory committee.
Remuneration, etc. for Directors of the Company was approved to be no more than ¥400 million (up to ¥200 million
for fixed remuneration and up to ¥200 million for performance-linked remuneration (bonus)) per year at the 42nd
Annual General Meeting of Shareholders held on June 22, 2016. With transition to a company with audit andsupervisory committee, in light of recent economic and other situations, the Company requests approval for a
proposal to set the amount of remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) after transition to a company with audit and supervisorycommittee to be no more than ¥400 million (including up to ¥30 million for Outside Directors) per year and to let
the specific amount, time of payment, etc. of remuneration, etc. to each Director be determined by resolution of theBoard of Directors.
Concerning remuneration for Directors after transition to a company with audit and supervisory committee, theCompany maintains a basic policy to make it composed of fixed remuneration as its basis, performance-linked
remuneration and stock remuneration, based on the position, individual performance, etc. of each Director and inlight of the balance between short-term incentives and medium- and long-term incentives. The Company judges theamount of remuneration, etc. pertaining to this proposal to be appropriate since fixed remuneration and performancelinked remuneration will be paid in accordance with such policy.
While there are currently six Directors, the number of Directors will be seven, two of which are Outside Directors,
if Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Seven Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved as originally proposed.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.

- 26 -

Proposal No. 7

Determination of Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members

Subject to approval of Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company
will transit to a company with audit and supervisory committee. In light of recent economic and other situations, theCompany requests approval for a proposal to set the amount of remuneration, etc. for Directors who are Audit andSupervisory Committee Members after transition to a company with audit and supervisory committee to be no morethan ¥80 million per year and to let the specific amount, time of payment, etc. of remuneration, etc. to each Director
who is an Audit and Supervisory Committee Member be determined through consultation among Directors who are
Audit and Supervisory Committee Members. The Company judges the amount of remuneration, etc. pertaining tothis proposal to be appropriate in light of duties of Directors who are Audit and Supervisory Committee Members.
The number of Directors who are Audit and Supervisory Committee Members will be three, if Proposal No. 2“Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Three Directors Who Are Audit andSupervisory Committee Members” are approved as originally proposed.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.

- 27 -

Proposal No. 8

Determination of Remuneration for Grant of Shares with Restriction on Transfer to
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

It was approved at the 45th Annual General Meeting of Shareholders held on June 18, 2019 to introduce a
remuneration system for Directors (excluding Outside Directors), whereby transfer restricted shares are assigned tothem. With transition to a company with audit and supervisory committee subject to the approval and adoption of
Proposal No. 2 “Amendment to the Articles of Incorporation” in its original form, the Company requests approval
for a proposal to pay remuneration for the assignment of transfer restricted shares to Directors (excluding Directors
who are Audit and Supervisory Committee Members, Outside Directors, and non-executive Directors; hereinafterreferred to as the “Eligible Directors”) after transition to a company with audit and supervisory committee. The
details of the system for which approval is requested in this proposal are the same as those approved at the 45th
Annual General Meeting of Shareholders.
Remuneration paid to Eligible Directors for the assignment of transfer restricted shares in accordance with this
proposal shall be a monetary claim (hereinafter referred to as the “Monetary Remuneration Claim”) and its total
amount shall be no more than ¥100 million per year. The specific time of payment and distribution to each Eligible
Director shall be determined by the Board of Directors.
Concerning remuneration for Directors after transition to a company with audit and supervisory committee, theCompany maintains a basic policy to make it composed of fixed remuneration as its basis, performance-linked
remuneration and stock remuneration, based on the position, individual performance, etc. of each Director and inlight of the balance between short-term incentives and medium- and long-term incentives. The Company judges theamount of remuneration pertaining to this proposal to be appropriate since remuneration for the assignment of transfer
restricted shares will be paid in accordance with such policy.
While there are currently six Directors, two of which are Outside Directors, the number of Eligible Directors will be
four, if Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Seven Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved and adopted as originallyproposed.
This proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2“Amendment to the Articles of Incorporation” takes effect.
(1)

Outline of the system
Eligible Directors shall pay the entire Monetary Remuneration Claim paid to them in accordance with aresolution of the Board of Directors of the Company pursuant to this proposal as property contributed in kindto have common shares of the Company issued or disposed of to them. The total number of common shares of
the Company thereby issued or disposes of shall be 90,000 or less per year; provided, however, that the said
total number shall be adjusted within a reasonable range, if a stock split or reverse stock split of common sharesof the Company (including allotment of common shares of the Company without contribution) is effected on
or after the day on which this proposal is approved and adopted, or if any other reason arises for adjusting thetotal number of common shares of the Company to be issued or disposed of as transfer restricted shares.
The amount to be paid per share shall be determined by the Board of Directors on the basis of the closing priceof common shares of the Company at the Tokyo Stock Exchange on the business day preceding the date of eachresolution of the Board of Directors (or on the most recent preceding trading day if no trade is made on thatday) within the range in which the said amount is not particularly favorable to Eligible Directors subscribing
for the said common shares. Furthermore, in thereby issuing or disposing of common shares of the Company,
the Company will enter into an agreement on the allocation of transfer restricted shares (hereinafter referred toas the “Allocation Agreement”) that includes the content specified below with Eligible Directors.

(2)

Outline of the Allocation Agreement(i) Transfer restriction period
Eligible Directors may not transfer, pledge or otherwise dispose of common shares of the Company
allocated to them pursuant to the Allocation Agreement (hereinafter referred to as the “Allocated Shares”)
for 30 years from the day on which allocation is made (hereinafter referred to as the “Transfer Restriction
Period”) pursuant to the Allocation Agreement (hereinafter referred to as “Transfer Restriction”).
(ii) Handling upon resignation or retirement- 28 -

If an Eligible Director resigns or retires from Director, officer, employee, advisor or counselor, or any
other position specified by the Board of Directors in advance before the expiration of the Transfer
Restriction Period, the Company shall necessarily acquire the Allocated Shares without contribution
except where there is a reason for the said resignation or retirement deemed justified by the Board of
Directors of the Company such as the expiration of term of office, death, etc.
(iii) Cancellation of transfer restriction
Notwithstanding the provisions of (i) above, the Company shall cancel Transfer Restriction for all
Allocated Shares at the time of the expiration of the Transfer Restriction Period on the condition that an
Eligible Director will have continuously been a Director, officer, employee, advisor or counselor, or any
other position specified by the Board of Directors in advance throughout the Transfer Restriction Period.
If, however, such Eligible Director resigns or retires from a position specified in (ii) above before theexpiration of the Transfer Restriction Period because the expiration of term of office, death, or any otherreason deemed justified by the Board of Directors, the number of the Allocated Shares of which Transfer
Restriction is cancelled and the time when Transfer Restriction is cancelled shall be reasonably adjusted
as required. In addition, the Company shall necessarily acquire, without contribution, the AllocatedShares of which Transfer Restriction has not been cancelled at the time immediately after Transfer
Restriction is cancelled pursuant to the above provisions.
(iv) Handling upon organizational restructuring, etc.
Notwithstanding the provisions of (i) above, if a merger agreement whereby the Company becomes a
non-surviving company, a stock exchange agreement or stock transfer plan whereby the Company
becomes a wholly owned subsidiary, or any other matter pertaining to organizational restructuring, etc. isapproved by the general meeting of shareholders of the Company (or the Board of Directors of theCompany if an approval by the general meeting of the shareholders of the Company is not required forsuch organizational restructuring, etc.), the Company shall cancel Transfer Restriction of Allocated Sharesby a resolution of the Board of Directors of the Company prior to the effective date of such organizational
restructuring, etc. in the number reasonably determined in light of the period from the starting date of theTransfer Restriction Period to the date of approval of such organizational restructuring, etc. Furthermore,in cases specified above, the Company shall necessarily acquire, without contribution, the AllocatedShares of which Transfer Restriction has not been cancelled at the time immediately after Transfer
Restriction is cancelled.
(v) Other matters
Any other matters pertaining to the Allocation Agreement shall be specified by the Board of Directors of
the Company.

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