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 8157)
June 5, 2023
(Start date of electronic provisioning measures: June 1, 2023)

To Our Shareholders
Isao Emori
Representative Director andPresident
TSUZUKI DENKI CO.,LTD.

6-19-15 Shinbashi, Minato-ku, Tokyo

Notice of the 83rd Annual General Meeting of Shareholders
You are hereby notified that the 83rd Annual General Meeting of Shareholders of TSUZUKI DENKI
CO., LTD. (the “Company”) will be held for the purposes as described below.
This General Meeting of Shareholders will employ electronic provisioning measures, and thefollowing website will contain the “Notice of the 83rd Annual General Meeting of Shareholders.”
Company website: https://www.tsuzuki.co.jp/ir/stock/meeting.html
In addition to the above, the information will also be posted to the following website.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the above site and search for the Company using the Company name or securities code. Click“Basic information” and find the information under the “Documents for Public Inspection/PR information”
tab.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via theInternet. Please review the Reference Documents for the General Meeting of Shareholders provided in
the electronic proxy form and exercise your voting rights using the enclosed Voting Rights Exercise
Form or via the Internet no later than 5 p.m. on Monday, June 26, 2023, Japan time.
1. Date and Time:
2. Place:

Tuesday, June 27, 2023 at 10:00 a.m. Japan time
Tokyo Art Club Building, Third Floor, 6-19-15 Shinbashi, Minato-ku,
Tokyo(Please refer to map of the venue at the end of this notice.)

3. Meeting Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for theCompany’s 83rd Fiscal Year (April 1, 2022 – March 31, 2023) andresults of audits by the Accounting Auditor and the Audit andSupervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 82nd Fiscal
Year (April 1, 2022 – March 31, 2023)-1-

Proposals to beresolved:
Proposal: Proposal 1

Election of 10 Directors
Proposal 2
Election of 2 Auditors
Proposal 3
Partial amendment to the Stock Compensation Plan for Directors----------------------------------------------------------------------------------------------------------------------------------------------Notes:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the electronic provisioning measures require amendment, the amended versions will be posted on thewebsites where the information is posted.

Exercising voting rights by proxy:If exercising voting rights by a proxy who is also a shareholder with voting rights exercisable at this General
Meeting of Shareholders, the proxy should submit your Voting Rights Exercise Form and a document certifying
authority as proxy in addition to the proxy’s Voting Rights Exercise Form to the reception desk on the day of themeeting.
Please be advised that we will be dressed in light attire on the day of the meeting.




-2-

Guide to Exercising Voting Rights
1. If you are attending the General Meeting of Shareholders
Voting at General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form to the meeting, and submit it at the reception desk.
Meeting date and time: Tuesday, June 27, 2023 at 10:00 a.m. Japan time
2. If you are not attending the General Meeting of Shareholders
Voting in writing
Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form,and return the form to the Company so that your vote is received by 5:00 p.m. on Monday, June 26, 2023
Japan time. In case there is no indication of approval or disapproval for the proposals on the Voting Rights
Exercise Form, we will consider it as an indication of approval.
Voting via the Internet, etc.
Please access the voting rights exercise website (https://evote.tr.mufg.jp/), and register your vote for or against
the proposals by 5:00 p.m. on Monday, June 26, 2023 Japan time.
Multiple exercises of voting rights
1)

In the event that any shareholder exercises voting rights both in written form and through the Internet, etc.,
the exercise of voting rights through the Internet will supersede as the effective exercise of the voting rights.

2)

If any voting right is exercised more than once via the Internet, etc., the latest exercise will be upheld as thevalid exercise of the voting right.

-3-

Exercise of Voting Rights via the Internet
If you exercise your voting rights via the Internet, please confirm the following matters before exercising yourvoting rights.
Votes must be submitted by 5:00 p.m. on Monday, June 26, 2023 Japan time.

* However, votes cannot be accepted between 2:00 a.m. and 5:00 a.m.

1. Log in by scanning QR code
You can log in to the voting rights exercise website without having to enter the login ID and temporary
password printed on the Voting Rights Exercise Form.
Step 1: Scan the QR code printed on the right side of the attachment on the Voting Rights Exercise Form.
* QR code is a registered trademark of Denso Wave Inc.

Step 2: Follow the on-screen instructions, and register your vote for or against the proposals.
Please refer to the enclosed leaflet for more information.
*Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting rights exercise website shall be borne by
the shareholder.

2. Log in with login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
Step 1: Access the voting rights exercise website.
Step 2: Enter your login ID and temporary password printed on the Voting Rights Exercise Form
Step 3: Set a new password
Step 4: Follow the on-screen instructions, and enter your vote for or against the proposals.
System-related inquiries:
Stock Transfer Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027 (toll free); business hours: 9:00 a.m. to 9:00 p.m.

-4-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 10 Directors

The terms of office of all ten 10 Directors will expire at the conclusion of this General Meeting of
Shareholders, so the Company proposes the election of 10 Directors.
The candidates are as follows:

Reference: Candidates

External

No.

External Director
candidates

Name

Independent

Independent
officer pursuant
to regulations ofTokyo Stock
Exchange, Inc.

Current position

Representative
Director andPresident
Representative
Director and Vice
President
Director and Senior
Managing Executive
Officer, General
Manager ofCorporate
Administration Unit

Attendance
rate of theBoard ofDirectors
meetings

1

Reappointment

Male

Isao Emori

2

Reappointment

Male

Kazunori Yoshii

3

Reappointment

Male

Kazuhisa Oyama

4

Reappointment

External

Male

Hidetoshi Takinaka

Director

92.3％

5

Reappointment

External

FemaleTomoko Tsukahara

Director

100％

6

Reappointment

External

MaleToshihiro Murashima

Director

100％

7

Reappointment

External

Independent

Male

Kunio Matsui

Director

100％

8

Reappointment

External

Independent

Male

Noriyuki Moriyama

Director

100％

9Reappointment

External

Independent

Male

Hideki Wachi

Director

100％

10

Reappointment

External

Independent

Male

Naoshi Ogasawara

Director

100％

-5-

100％

100％

100％

No.

Name
(Date of birth)

April 1981

Joined the Company

April 2000

Manager in charge of Welfare Business Project

April 2008

Administrative Officer[Reappointment]

June 2009

Director

Tenure as Director
14 years

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

April 2015

Director and Senior Managing Executive Officer

April 2017

Representative Director, President and CEO

April 2022

Representative Director and President (current position)

Isao Emori(January 27, 1959)

1

Past experience, positions and responsibility in the Company,
and significant concurrent positions

Attendance rate of the Boardof Directors meetings in fiscal
2022

100%

NumberofCompany
sharesheld

41,088

Reason for nomination as candidate for Director:
Mr. Isao Emori has six years of experience as Representative Director and President. The Company believes that he is
the most appropriate person to serve as a management leader who can promote and drive the growth strategy of theCompany in a rapidly changing ICT industry. Therefore, the Company proposes his continued election as Director.
He is scheduled to be continuously appointed as Representative Director and President by the Board of Directors if hiselection as Director is approved.

Kazunori Yoshii(September 25, 1957)[Reappointment]
Tenure as Director
18 years
2

Attendance rate of the Boardof Directors meetings in fiscal
2022

100%

April 1981

Joined the Company

November 2000

Accounting Department Manager

April 2004

Administrative Officer

June 2005

Director

April 2010

Managing Director

February 2012

Director and Managing Executive Officer

April 2015

Director and Senior Managing Executive Officer

April 2019

Director and Executive Vice President

June 2019

Representative Director and Executive Vice President

April 2022

Representative Director and Vice President (current position)

48,413

Reason for nomination as candidate for Director:
Mr. Kazunori Yoshii has many years of experience in the Company’s accounting division, and after being appointed as a
Director, has been in charge of the administration division and has promoted the development of internal control systems of
the overall TSUZUKI Group. Given his experience in these areas, the Company believes that he is qualified to assume arole in leading discussions at the Board of Directors meetings from the perspective of compliance, risk management, andinternal control. Therefore, the Company proposes his continued election as Director. He is scheduled to be appointed as
Representative Director and Vice President by the Board of Directors if his election as Director is approved.

-6-

No.

Name
(Date of birth)

Kazuhisa Oyama(February 24, 1960)[Reappointment]
Tenure as Director
7 years3

Attendance rate of theBoard of Directors meetingsin fiscal 2022

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1984

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)

July 2010

Administrative Officer

May 2012

Corporate Business Department Manager

June 2013

Executive Officer, the Company

June 2016

Director and Executive Officer

April 2021

Director and Managing Executive Officer

April 2023

Director and Senior Managing Executive Officer, General Manager
of Corporate Administration Unit (current position)

Number ofCompany
sharesheld

11,061100%

Reason for nomination as candidate for Director:
Mr. Kazuhisa Oyama has been in charge of the internal control promotion office, the business promotion division, thegeneral affairs and human resources division, and the finance and accounting division since April 2020, and has served as
the General Manager of the Corporate Administration Unit since April 2021. He is promoting and implementing areinforcement of management foundations, which is a key initiative in the Company’s medium-term business plan. The
Company believes that he is qualified to assume a role in a wide range of fields based on his track record of leveraging his
many years of experience in banking business in areas such as capital policy. Therefore, the Company proposes his
continued election as Director.
April 1982
Joined ASO CORPORATION
November 1999 General Manager, Hospital Consulting Division
June 2005

Director, General Manager, Hospital Consulting Division

April 2008

Hidetoshi Takinaka(April 24, 1958)[Reappointment][External Director]
Tenure as Director
3 years
4

Attendance rate of theBoard of Directors
meetings in fiscal 2022
92.3%

Director, Deputy General Manager, Medical Business Division,
General Manager, Hospital Consulting Division
June 2009
Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division, General Manager,
Hospital Consulting Division
October 2009 Director, Member of Group Management Committee, Deputy
General Manager, Medical Business Division
June 2012Managing Director, Member of Group Management Committee,
Deputy General Manager, Medical Business Division
November 2012 President and CEO, Aso Information System Co., Ltd. (current
position)
June 2016
Senior Managing Director, ASO CORPORATION, Member ofGroup Management Committee, Deputy General Manager, Medical
Business Division
June 2018
Senior Managing Director, Member of Group Management
Committee, General Manager, Medical Business Division (current
position)January 2020
Advisor, the Company
June 2020

0

External Director (current position)[Significant concurrent positions]
President and CEO, Aso Information System Co., Ltd.
Senior Managing Director, ASO CORPORATION
Reason for nomination as candidate for Director and expected role:
Mr. Hidetoshi Takinaka has profound insights on industries related to medical and nursing care acquired throughabundant experience and a track record as President and CEO of a business corporation. The Company expects him toprovide oversight and advice in the Company’s challenges toward new growth fields and domains in the future. Therefore,
the Company proposes his continued election as External Director.

-7-

No.

Name
(Date of birth)

Tomoko Tsukahara(July 18, 1963)[Reappointment][External Director]
Tenure as Director
1 years
5

Attendance rate of theBoard of Directors
meetings in fiscal 2022
100%

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1986

Joined FUJITSU LIMITED

June 2004

Manager, Project Department, Securities Solutions Department,
Insurance and Securities Solutions UnitManager, First Insurance Solutions Department, Insurance andSecurities Solutions Unit
Project Manager, Insurance and Securities Solutions Unit

April 2007
April 2008
April 2014
June 2017Manager, First Financial Systems Department, Financial Systems
Unit
Head of Solution & Service Business Assurance Unit

April 2019

Vice General Manager, Quality Assurance Unit

April 2021

Director and Senior Vice President, Head of Quality Assurance
Unit
External Director, the Company (current position)

June 2022
April 2023

NumberofCompany
sharesheld

0Senior Vice President of FUJITSU LIMITED, Head of Global
Quality Management and Assurance Unit (current position)[Significant concurrent positions]
Director and Senior Vice President of FUJITSU LIMITED
Reason for nomination as candidate for External Director and expected role:
Ms. Tomoko Tsukahara has abundant experience and an extensive track record in the system integration business as
General Manager of a business corporation, and the Company expects that she will contribute to swift and decisive
managerial decision-making and provide oversight functions and advice from the perspective of shareholders andinvestors and from an objective standpoint that is free from the influence of management responsible for the execution ofbusiness operations. The Company therefore proposes her continued election as External Director.

Toshihiro
Murashima(April 2, 1957)[Reappointment][External Director]
Tenure as Director
6 years
6

Attendance rate of theBoard of Directors
meetings in fiscal 2022

April 1996

Registered as attorney (Dai-Ichi Tokyo Bar Association)
Joined Aoyama Chuo Law Office

April 1999

Partner

April 2001

Established Murashima Hozumi Law OfficePartner (current position)

June 2006

External Director, NIFTY Corporation

June 2011

External Auditor, the Company

June 2017

External Director (current position)

5,600[Significant concurrent positions]
Partner, Murashima Hozumi Law Office100%

Reason for nomination as candidate for External Director and expected role:
Although Mr. Toshihiro Murashima has never been directly involved in corporate management, he has expertise as an
attorney, and as Auditor of the Company for many years and Chairman of the Executive Nomination and Compensation
Committee, he has profound insights on the qualities of candidates for officers and their appropriate compensations, which
are core issues of corporate governance of the Company. The Company expects him to contribute to rapid and bolddecision-making by management in the future from an objective position, independent of the executive management of theCompany. Therefore, the Company proposes his continued election as External Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1980

Kunio Matsui(July 23, 1957)[Reappointment][External Auditor][Independent Officer]
Tenure as Director
4 years
7

Attendance rate of theBoard of Directors
meetings in fiscal 2022

100%

February 2000

Joined FUJITSU LABORATORIES LTD. (currently FUJITSU
LIMITED)Manager of Document Processing Research Department

April 2006

Director, Information Processing Society of Japan

April 2007

Vice President, Fujitsu Laboratories of America, Inc.

April 2009

Chief Researcher of Software & Solution Laboratory, FUJITSULABORATORIES LTD. (currently FUJITSU LIMITED)Technology Administrative Officer, NIFTY Corporation

July 2009

Member of Program Meeting Committee established for“Enhancement of Resilient Disaster Prevention and Disaster
Reduction Function” Challenge of Cabinet Office SIP
November 2014 Concurrently served as Head of New Business Promotion
Office, NIFTY Corporation
April 2015
Concurrently served as Specially Appointed Professor of Graduate
School of Science and Technology, Shizuoka University
February 2017 Professor, Department of Information and Computer Science,
College of Engineering, Kanazawa Institute of Technology (current
position)
June 2019
External Director, the Company (current position)

Number ofCompany
sharesheld

July 2014

1,079[Significant concurrent positions]
Professor, Department of Information and Computer Science, College ofEngineering, Kanazawa Institute of Technology
Reason for nomination as candidate for External Director and expected role:
Although Mr. Kunio Matsui has never been directly involved in corporate management, he has abundant experience at
FUJITSU LABORATORIES LTD. and NIFTY Corporation and as a professor in the Department of Information andComputer Science, College of Engineering, Kanazawa Institute of Technology, which is his current position, andpossesses profound insights on the information network solution business. The Company expects him to contribute to
rapid and bold decision-making by management from a diversified perspective by drawing on his experience and from an
objective position, independent of the executive management of the Company. Therefore, the Company proposes his
continued election as External Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1973
April 1986
April 1987
July 1992

Noriyuki Moriyama(June 20, 1947)[Reappointment][External Director][Independent Officer]

8

April 1998
January 2004
April 2010

Tenure as Director
3 years

April 2013

Attendance rate of theBoard of Directors
meetings in fiscal 2022

April 2016

100%

August 2016
June 2020

Number ofCompany
sharesheld

Joined Second Department of Surgery, Chiba University School of
Medicine
Visiting Doctor, Mayo Clinic, US
Chief, Department of Diagnostic Radiology, National Cancer
CenterHead, Department of Radiology, National Cancer Center Hospital
East
Head, Department of Diagnostic Radiology, National Cancer
Center Hospital
Director, Research Center for Cancer Prevention and Screening,
National Cancer Center
Director, Research Center for Cancer Prevention and Screening,
National Cancer Center (Independent Administrative Institution)
Senior Executive Officer and Managing Director, Medical
Corporation Midtown Medicine Co., Ltd. Director, Health
Screening Center, Tokyo Midtown Medicine Co., Ltd.
Chairman, Shinkokai medical corporation (current position)
Director, Medical Corporation Midtown Medicine Co., Ltd.
(current position)
Director, Grand HIMEDIC Club (HIMEDIC, Inc.) (current
position)
External Director, the Company (current position)

3,100[Significant concurrent positions]
Chairman, Shinkokai medical corporation
Director, Medical Corporation Midtown Medicine Co., Ltd.
Director, HIMEDIC, Inc.
Reason for nomination as candidate for External Director and expected role:
Although Mr. Noriyuki Moriyama has never been directly involved in corporate management, based on hisachievements accumulated over many years at the National Cancer Center and his achievements in fields such as researchof AI, a future advanced technology, the Company expects him to contribute to initiatives in the Company’s health carebusiness and its health management (which is part of the Company’s management policy), as well as to swift and bolddecision-making by management based on viewpoints and insights different from the Company’s from an objective
position, independent of the executive management of the Company. Therefore, the Company proposes his continued
election as External Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1983
October 1998

Hideki Wachi(February 17, 1961)[Reappointment][External Director][Independent Officer]
Tenure as Director
1 years
9

Attendance rate of theBoard of Directors
meetings in fiscal 2022
100%

June 2000
August 2001
August 2005
July 2007
October 2008
May 2014
April 2016
June 2022

Joined Kokusai Denshin Denwa Co., Ltd. (currently KDDI
CORPORATION)
Vice President and General Manager of Sales Unit, Deutsche
Telekom GBS Japan K.K. (Japan subsidiary of Germany-based
Deutsche Telekom AG)
Representative Director and President, Intranets Inc. (Japansubsidiary of U.S.-based Intranets.com)
Representative Director and President, Nuance Communications
Co., Ltd. (Japan subsidiary of U.S.-based Nuance Communications,Inc.)
Representative Director and President, Witness Systems Co., Ltd.
(Japan subsidiary of Witness Systems, Inc., currently Verint
Systems Inc.)
Representative Director and President, LiteScape Technologies Co.,
Ltd. (Japan subsidiary of U.S.-based LiteScape Technologies, Inc.)
Representative Director and President, Genesys (Japan subsidiaryof U.S.-based Genesys Telecommunications Laboratories, Inc.)
Representative Director and President, Telstra Japan Co., Ltd.
(Japan subsidiary of Australia-based Telstra Corporation Limited)
Representative Director and President, Avaya Japan Ltd. (Japansubsidiary of U.S.-based Avaya Inc.)
External Director, the Company (current position)

Number ofCompany
sharesheld

0

Reason for nomination as candidate for External Director and expected role:
Mr. Hideki Wachi has profound insights into the information network solution business through abundant experienceand a track record as Representative Director and President of several companies. The company expects that he willcontribute to swift and decisive managerial decision-making based on a multifaceted perspective drawing on his
experience and from an objective standpoint that is free from the influence of management responsible for the executionof business operations. The Company therefore proposes his continued election as External Director.
April 1989

Joined Dai-Ichi Kangyo Bank, Ltd. (currently Mizuho Bank, Ltd.)

December 1991 Joined Taiyo Audit Corporation (currently Grant Thornton Taiyo
LLC)
August 1992
Registered as certified public accountant

Naoshi Ogasawara(August 19, 1965)[Reappointment][External Director][Independent Officer]
Tenure as Director
1 years
10

Attendance rate of theBoard of Directors
meetings in fiscal 2022

100%

April 2007
October 2008
April 2010

Senior Partner, Taiyo ASG Audit Corporation (currently Grant
Thornton Taiyo LLC)
President and CEO, Avantia GP (current position)

June 2016

Auditor, Center for National University Finance and Management(currently National Institution for Academic Degrees and Quality
Enhancement of Higher Education, current position)
External Director, Topre Corporation (current position)

June 2016

Auditor, the Company (current position)

March 2022

External Auditor, NIKKISO CO., LTD. (current position)

June 2022

External Director, the Company (current position)

0[Significant concurrent positions]
President and CEO, Avantia GP
Auditor, National Institution for Academic Degrees and Quality Enhancement ofHigher Education
External Director, Topre Corporation
External Auditor, NIKKISO CO., LTD.

Reason for nomination as candidate for External Director and expected role:
Although Mr. Naoshi Ogasawara has never been directly involved in corporate management, he has expertise in financeand accounting as a certified public accountant. In addition, due to his long tenures as Auditor and an Executive
Nomination and Compensation Committee member of TSUZUKI DENKI, he has deep insight into the qualifications of,and compensation for, executive candidates, which are both central corporate governance-related issues for the Company.
Furthermore, the Company expects that he will contribute to swift and decisive managerial decision-making based on an
objective standpoint that is free from the influence of management responsible for the execution of business operations.
The Company therefore proposes his continued election as External Director.

- 11 -

Notes:
1. Mr. Hidetoshi Takinaka serves concurrently as President and CEO of Aso Information System Co., Ltd. and Senior
Managing Director of ASO CORPORATION. The Company has entered into a capital and business alliance agreement withASO CORPORATION, the parent company of Aso Information System Co., Ltd.
2. Ms. Tomoko Tsukahara concurrently serves as a Senior Vice President at FUJITSU LIMITED, which maintains a business
relationship with the Company primarily involving product sales, and receives compensation from FUJITSU LIMITED inthat capacity.
3. The Company maintains an advisory agreement with the Murashima Hozumi Law Office, represented by Mr. Toshihiro
Murashima. No shared special interests exist between Mr. Murashima and the Company.
4. Excluding Mr. Hidetoshi Takinaka, Ms. Tomoko Tsukahara, and Mr. Toshihiro Murashima, no shared special interests exist
between these candidates and the Company.
5. Mr. Kunio Matsui, Mr. Noriyuki Moriyama, Mr. Hideki Wachi, and Mr. Naoshi Ogasawara are candidates for independent
officer as stipulated by the Tokyo Stock Exchange.
6. The Company has entered into a limited liability agreement with Mr. Hidetoshi Takinaka, Ms. Tomoko Tsukahara, Mr.
Toshihiro Murashima, Mr. Kunio Matsui, Mr. Noriyuki Moriyama, Mr. Hideki Wachi, and Mr. Naoshi Ogasawara, which
provides that the maximum amount of liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
shall be the sum of all amounts stipulated in each item under Article 425, Paragraph 1 of the Companies Act, provided thatthey have performed their duties in good faith and in absence of gross negligence. Furthermore, if this proposal is approved
and these candidates are reelected, the Company plans to continue the above limited liability agreement.
7. The Company has entered into a directors and officers liability insurance agreement with an insurance company that names
the internal director candidates as the insured parties. The insurance agreement covers damages that may be incurred by the
insured parties as a result of the responsibilities assumed in the execution of their duties, or any liability claims made againstthem in connection with those responsibilities. Furthermore, if this proposal is approved and the internal director candidates
are reelected, they will be included as the insured parties in the above insurance agreement.
8. The tenure as Director of each candidate is as of the conclusion of this General Meeting of Shareholders.

- 12 -

Proposal 2:

Election of 2 Auditors

The terms of office of Auditors Mr. Kazuhiro Shimura and Mr. Kiyotake Yokohari will expire at the conclusion ofthis General Meeting of Shareholders, so the Company proposes the election of two Auditors.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates are as follows:

Name(Date of birth)

Kazuhiro Shimura(October 3, 1955)[Reappointment]

1

Tenure as Auditor
4 years

Past experience, positions and responsibility in the Company,
and significant concurrent positions
April 1978

Joined the Company

April 2001

Toyota Sales Office Leader

April 2005

Administrative Officer, Nagoya Branch Manager

June 2009

Director

February 2012

Director and Executive Officers

April 2019

Director

June 2019

Standing Auditor (current position)

July 2021

Auditor, TSUZUKI EMBEDDED SOLUTIONS CO., LTD.
(current position)

Number ofCompany
sharesheld

27,882

Reason for nomination as candidate for Auditor:
Mr. Kazuhiro Shimura has been deeply engaged in the launch of TSUZUKI-CSIRT, aiming for quality improvement
and security enhancement of the system division, and has broad and abundant experience related to business process
reform and profound insights on the Company’s corporate governance. The Company therefore believes he is qualified
for Auditor of the Company and proposes his continued election.
He is scheduled to be appointed as Standing Auditor if his election as Auditor is approved.
October 2003

Registered as attorney (Tokyo Bar Association)
Joined Mirai Sogo Law OfficeNovember 2012 Passed CPA examination, joined Avantia GP

2

Kiyotake Yokohari(June 25, 1976)

January 2016

[Reappointment][External Auditor][Independent Officer]

November 2017 Established L&A Legal Professional Corporation
Representative Attorney & CPA

Tenure as Auditor
4 years

Partner, VOVAN & ASSOCIES(law office in Bangkok)(current position)

June 2019

External Auditor (current position)

January 2021

Established Trident Law Corporation
Representative Employee, Attorney & CPA (current position)

0[Significant concurrent positions]Representative Employee, Attorney & CPA, Trident Law Corporation
Partner, VOVAN & ASSOCIES (law office in Bangkok)
Reason for nomination as candidate for External Auditor:
Although Mr. Kiyotake Yokohari has never been directly involved in corporate management, he has expertise as an
attorney and expertise related to finance and accounting as CPA. The Company has judged that he would adequately
perform his duties in the audit of the Company. The Company therefore proposes his continued election as External
Auditor.
Notes:
1. There is no special interest between each candidate and the Company.
2. Mr. Kiyotake Yokohari is a candidate for an independent officer stipulated by the Tokyo Stock Exchange.
3. The Company has entered into a limited liability agreement with Mr. Kiyotake Yokohari, which provides that the maximum
amount of liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act shall be the sum of all amounts
stipulated in each item under Article 425, Paragraph 1 of the Companies Act, provided that he has performed his duties in goodfaith and in absence of gross negligence. Furthermore, if this proposal is approved and Mr. Kiyotake Yokohari is reelected, theCompany plans to continue the above limited liability agreement.
4. The Company has entered into a directors and officers liability insurance agreement with an insurance company that names
Mr. Kazuhiro Shimura as the insured party. The insurance agreement covers damages that may be incurred by the insured party
as a result of the responsibilities assumed in the execution of his duties, or any liability claims made against him in connection
with those responsibilities. Furthermore, if this proposal is approved and Mr. Kazuhiro Shimura is reelected, he will be included
as the insured party in the above insurance agreement.
5. The tenure as Auditor of each candidate is as of the conclusion of this General Meeting of Shareholders.

- 13 -

【Reference】Director and Auditor skill matrix
Name

Position at theCompany(planned)

Isao Emori

Representative
Director andPresident

Kazunori
Yoshii

Representative
Director andVice President

Kazuhisa
Oyama

Director
SeniorManaging
Executive
Officer

Hidetoshi
Takinaka

Director

TomokoTsukahara

Director

Toshihiro
Murashima

Director

Innovation

Corporate ICT industry
Finance andandmanagement expertise transformation accounting
Reappointment

Male

Reappointment

Male

Reappointment

Male

Reappointment

Male

External

Reappointment

Reappointment

〇

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Female

〇

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〇

〇

〇

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Male

ESG andacademia〇〇

External

〇

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〇

〇

〇

〇

〇

External

Reappointment

Male

External

Independent

Reappointment

Male

External

Independent

Reappointment

Male

External

Independent

Reappointment

Male

External

Independent

Reappointment

Male

Reappointment

Male

External

Independent

Reappointment

Male

External

Independent

Kunio Matsui Director

NoriyukiMoriyama〇

Legal and
Human
risk
resource
management management

Director

Hideki Wachi Director

NaoshiOgasawara

Director

Kazuhiro
ShimuraStanding
AuditorKiyotake
Yokohari

AuditorKenji Kusaka Auditor

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〇

〇

〇

〇

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Proposal 3:

Partial amendment to the Stock Compensation Plan for Directors

The Company established a Stock Compensation Plan under which shares of the Company areissued to Directors (excluding External Directors and nonresidents of Japan) and Executive Officers(excluding nonresidents of Japan). Introduction of the Plan was approved at the 77th Annual General
Meeting of Shareholders held on June 28, 2017, and has been in effect since that time.
As the most recent three-year period covered by this Plan (from the fiscal year ended March 31,
2021, to the fiscal year ended March 31, 2023) has ended, the Company requests that the Plan becontinued from the fiscal year ending March 31, 2024, onward, following a review and partial
amendment of the content.
The partial amendment of the Plan is based on the Company’s “Policy for Determining
Compensation, etc., for Individual Directors” and is intended to clarify the link between Directors’compensation and the Company’s stock value, improve the Company’s medium- to long-term
performance and increase its corporate value, and increase shareholder-oriented awareness among themanagement team. As a highly transparent and objective executive compensation system, theCompany believes the partially amended Plan is appropriate, and the proposed amendment is basedon the results of deliberations by the Executive Nomination and Compensation Committee.
If this proposal is approved, we plan to revise the Plan to reflect the proposed amendments basedon the Policy for Determining Compensation, etc., for Individual Directors.
The number of Directors subject to the Plan will be three (3) if Proposal 1, “Election of 10
Directors,” is approved as proposed.
Amount and Details of Compensation under the Plan
The Company has introduced a similar Stock Compensation Plan for Executive Officers. However,in continuing the Plan, to allow flexible response to future changes in management structure andgovernance, the proposed amendment presented to shareholders includes only matters related to theCompany’s Directors (excluding External Directors and nonresidents of Japan) and does not concern
compensation for Executive Officers.
(1)

Outline of Plan
Under the Plan, a Trust acquires shares of the Company, using the amount of compensation for
Directors contributed by the Company, and grants the Company’s shares and a cash payment
equivalent to the conversion value of the Company’s shares (hereinafter referred to as the “Company’s
shares, etc.”) to Directors in proportion to their service during three consecutive fiscal years (the“subject period”).
①

Individuals to whom ・Company Directors (excluding External Directors andthe Company’s shares, nonresidents of Japan)
etc., are to be granted②

Effect of the Company’s shares subject to this proposal on the total number of shares
outstanding
Maximum amount of・The Company will contribute a total of 150,000,000 yen formoney to be contributed by
the three fiscal years.
the Company (as describedin (2) below)
Maximum number of・The number of shares corresponding to the maximum total
Company shares to benumber of points to be granted per year is 36,000 sharesacquired by Directors(108,000 shares for the three fiscal years), and the ratio to the(including the number of
total number of shares outstanding (as of March 31, 2023, after
shares to be converted into
deduction of treasury stock) is approximately 0.58 % for thecash) and method of
three fiscal years.
acquisition of Company
shares (as described in (2) ・The Company’s shares will be acquired on the stock market
or from the Company (as disposal of treasury stock).
and (3) below)- 15 -

③

Time of delivery of the ・In principle, at the time of retirement.
Company’s shares, etc.
(as described in (4)below)(2)

Maximum amount of money to be contributed to the Trust by the Company
The Company has established a Trust to operate for a period equivalent to the subject period,
contributing a total amount of up to 300,000,000 yen per subject period for the provision of compensation
to Directors, etc. However, to allow flexible response to future changes in management structure andgovernance, the upper limit of the amount to be discussed with shareholders, a total of 150,000,000 yen
per subject period, concerns only compensation for the Company’s Directors (excluding Outside
Directors and nonresidents of Japan) and does not concern compensation for Executive Officers.
The Trust will acquire shares of the Company from the stock market or the Company (as disposal oftreasury stock) using the entrusted money as the source of funds in accordance with the instructions of thetrust manager.
During the subject period, the Company will grant points (as described in (3) below) to the Directors
and deliver the Company shares, etc., from the trust to Directors who satisfy the beneficiary requirements.
At the end of the trust term, the Trust may be continued by changing the trust agreement andcontributing additional funds instead of creating a new trust. In that case, the trust term will be extended
for an additional three years, and the three fiscal years following the extension becomes the subject
period. For each extension, the Company will make additional contributions up to a total of 150,000,000
yen as compensation to Directors and will continue to grant points and the Company’s shares, etc., toDirectors for the duration of the extended trust term. However, if such additional contribution is made, theCompany’s shares (excluding shares equivalent to points granted to Directors but for which delivery, etc.,
has not yet been completed) to be granted to Directors and money remaining in the trust property on thelast day of the pre-extension trust term, the total value of the remaining shares, etc., and the additional
contribution shall be no more than 150,000,000 yen.
In addition, at the end of the trust term, if there is a Director who may satisfy the beneficiary
requirements, the term of the Trust can be extended for a maximum of 10 years until delivery of theCompany’s shares, etc., to the Director is completed. However, in such a case, new points will not be
granted to the Directors.

(3)
Calculation method and maximum amount of the Company’s shares, etc., to be delivered to
Directors
The Company’s shares, etc., to be delivered to Directors were determined at a certain time each fiscal
year based on the standard compensation amount for each position and the number of points granted inaccordance with the degree of achievement of performance targets for that fiscal year. However, for the
purpose of sharing the interests of shareholders and increasing shareholder-oriented awareness among themanagement team, the Company would like to make an amendment so that a certain number of points are
granted to Directors in accordance with the amount of base compensation for each position, anddetermine the Company’s shares, etc., to be delivered to Directors based on those points. One point = one
share of the Company’s stock, although the number of the Company’s shares, etc., to be delivered can be
adjusted if the Company’s shares belonging to the Trust increase or decrease due to a stock split, gratis
allotment, or reverse stock split.
The maximum total number of points to be granted to Directors per fiscal year shall be 36,000 points,
and the maximum total number of points to be granted to Directors over the three fiscal years of thesubject period shall be 108,000 points, which is the maximum total number of points to be granted per
fiscal year multiplied by three. The number of shares to be delivered to Directors who satisfy thebeneficiary requirements corresponding to the points granted during the trust term shall be subject to the
maximum number of shares corresponding to such points (108,000 shares). This maximum number ofshares is set based on the maximum amount of trust money given in (2) above and with reference to themost recent stock price.
The Trust will issue the Company’s shares, etc., equivalent to the total number of points granted over
the three years of the trust term (hereinafter referred to as “cumulative points”) to Directors who satisfy
the beneficiary requirements.
(4)

Method and timing of delivery of the Company’s shares, etc., to Directors
Directors who satisfy the beneficiary requirements shall, in principle, receive delivery of theCompany’s shares, etc., calculated in accordance with (3) above, at the time of their retirement. At that- 16 -

time, eligible Directors shall receive shares of the Company equivalent to a certain percentage of
cumulative points (rounding down shares less than one unit), and a monetary amount equivalent to theremaining value after conversion into money within the Trust.
(5)

Exercise of voting rights related to the Company’s shares held in the Trust
To ensure the neutrality of the management team, the voting rights related to the Company’s shares
held in the Trust shall not be exercised during the trust term.
(6)

Other details of the Plan
Other details of the Plan shall be determined by the Board of Directors each time the Trust isestablished, the Trust agreement is amended, or additional contributions are made to the Trust.

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