This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Securities Code: 6924
June 7, 2019

To Our Shareholders:
1-4-16, Nihonbashi-bakurocho, Chuo-ku, Tokyo

IWASAKI ELECTRIC CO., LTD.
Yoshitake Ito,
President and Chief Executive Officer

Notice of the 104th Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 104th Ordinary
General Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing. We kindly request you to read the following Reference Document for theOrdinary General Meeting of Shareholders, indicate “for” or “against” on each agenda itemon the voting form enclosed herewith, and return it no later than 5:20 p.m., June 26, 2019
(Wednesday).
Sincerely yours,

1.

Date:

10:00 a.m., June 27 (Thursday), 2019

2.

Venue:

3rd Floor, Convention Hall, SUNRISE Bldg.
11-12, Nihonbashi-Tomizawacho, Chuo-ku, Tokyo

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Audit & Supervisory
Board for the 104th business period (April 1, 2018 toMarch 31, 2019)
The non-consolidated financial statements for the 104th
business period (April 1, 2018 to March 31, 2019)

Appropriation of Retained Earnings
Election of Seven (7) Directors
Election of Two (2) Audit & Supervisory Board Members
Election of One (1) Substitute Audit & Supervisory Board
Member-1-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

4.

Disclosure by the Internet:
Of the documents to be provided with this notice, the Notes to the Consolidated Financial
Statements and the Notes to the Non-Consolidated Financial Statements are not provided in
the documents with this notice because they have been posted on the Company’s website(http://www.iwasaki.co.jp/), pursuant to the provisions of applicable laws and regulations
and Article 14 of the Articles of Incorporation.
The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated
Financial Statements were audited as part of the consolidated financial statements andnon-consolidated financial statements when the Accounting Auditor and Audit &Supervisory Board Members prepared the Audit Report.

◎

When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. If there are any revisions to the Reference Document for theOrdinary General Meeting of Shareholders, the business report, and/or the non-consolidated
and the consolidated financial statements, such revisions will be listed on the Company’s
website. (URL: http://www.iwasaki.co.jp/)◎

At the venue of the Meeting, we will save energy by adjusting the air conditioning andlighting, while wearing light clothing (cool biz, a campaign of the Japanese government).
Shareholders are kindly asked to be lightly dressed as well.

◎

Until the last year, the Company had prepared a gift to be presented after the end of theOrdinary General Meeting of Shareholders. Please understand that, for various reasons, we
decided to abolish it starting from this meeting.

-2-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Reference Document for the Ordinary General Meeting of Shareholders
Agenda No. 1: Appropriation of Retained Earnings
The dividend policy of the Company aims for the continued and stable payment of dividends
as the basic principle. Hence, we determine dividends by considering earnings and thebusiness conditions of the fiscal year under review, while taking into account the internal
reserves needed in preparation for business development in the future.
We propose the year-end dividend for the fiscal year under review as follows.
Year-end Dividend
1)Type in which dividends are paid
Cash payment

2)3)

Allocation of dividends and total amount of dividends
Common share of the Company

40 yen per common share

The total amount of dividends

312,565,920 yen

Effective date on which dividends are disbursed from retained earnings
June 28, 2019.

-3-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 2: Election of Seven (7) Directors
Among the seven (7) Directors who were elected at the 103rd Ordinary General Meeting of
Shareholders, Mr. Kazuo Saotome resigned as of March 31, 2019. The terms of theremaining six (6) Directors will expire at the close of this Ordinary General Meeting of
Shareholders. Accordingly, we request the election of seven (7) Directors (two of whom are
Outside Directors).
The candidates for Directors are as follows.

Candidate
No.

Name

Current position

Category

1

Yoshitake Ito

President and Chief Executive Officer(Reappointment)

2

Masanori Kato

Director, Senior Executive Officer(Reappointment)

3

Masayuki Arimatsu

Director, Senior Executive Officer(Reappointment)

4

Makoto Inamori

Director, Senior Executive Officer,
General Manager of Saitama Plant(Reappointment)

5

Kenji Oya

Outside Director(Reappointment)(Outside)(Independent)

6

Sumio Uehara

Senior Executive Officer, General
Manager of Applied Optics andEnvironment Business Unit

(New appointment)

7(New appointment)(Outside)(Independent)

Tsuneo Tanai(Reappointment):

Candidate for reappointment as Director(New appointment):

Candidate for new appointment as Director(Outside):

Candidate for Outside Director(Independent):

Candidate for Independent Director in accordance with the rules of theTokyo Stock Exchange-4-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2006

1

Joined the Company
General Manager of Sales Management
Department, Domestic Sales Business
Division
July 2007
General Manager of Corporate Planning
Department, Administration Division
June 2012
Executive Officer and General Manager of
Administration Division
October 2012 Executive Officer and General Manager of
Administration Division and General
Affairs Division
Yoshitake Ito April 2013 Executive Officer and General Manager ofApplied Optics Business Division(May 11, 1958)
Reappointment April 2015 Senior Executive Officer and General
Manager of Applied Optics Business[Attendance at the Boardof Directors meetings
5,000 shares
Division
during the fiscal year
under review]
June 2015
Director, Senior Executive Officer, and14 times
General Manager of Applied Optics
out of 14 meetings
Business Division(100.0%)April 2016 President and Chief Executive Officer
April 2019 President and Chief Executive Officer andGeneral Manager of Lighting Business
Unit (current position)[Reason for selecting him as a candidate for Director]
He assumed the position of President and Chief
Executive Officer in April 2016, after working in thesales division, and the management divisions including
the corporate planning division and the applied optics
business division. We have judged that, by utilizing his
experience and knowledge, he would be capable ofcontributing to management of the Company.

-5-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2009

2

Joined The Dai-Ichi Kangyo Bank, Ltd.
General Manager of International Credit
Division of Mizuho Corporate Bank, Ltd.
(current Mizuho Bank, Ltd.)
June 2011
General Manager of International Sales
Department of the Company
April 2012 General Manager of Finance &Accounting Department
April 2013 General Manager of Administration
Division
June 2013
Director and General Manager of
Administration Division
April 2015 Director and General Manager of
Administration Division and in charge ofinternational business
April 2017 Director, Senior Executive Officer incharge of Corporate Management
Masanori Kato
Division, Information System Division,(October 19,
and Finance & Accounting Division
1959)
Reappointment April 2018 Director, Senior Executive Officer,
General Manager of Lighting Solutions[Attendance at the Board
2,900 sharesof Directors meetings
Business Unit and in charge of Finance &during the fiscal year
Accounting Division
under review]
14 times
April 2019 Director, Senior Executive Officer, inout of 14 meetings
charge of Intellectual Property & Legal(100.0%)
Division, Customer Support Center, andFinance & Accounting Division (current
position)[Reason for selecting him as a candidate for Director]
Since he joined the company following his career inbanking, he has worked in the international business andthe finance and corporate management divisions. He iswell versed in new channel development in private
sectors including those for overseas businesses, and also
operations of business organizations, where he is
responsible for development, manufacturing and sales.
He has been appropriately performing his functions andduties as an officer in charge of the intellectual property& legal, the CS and the finance divisions.
We have judged that, by utilizing his abundant
experience and knowledge, he would be capable ofcontinuing to make contributions to management of theCompany.

-6-This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1981
July 2007

3

Joined the Company
General Manager of Lighting Source
Business Planning Department in chargeof lighting source business
June 2008
General Manager of Lighting Source Sales
Department, Sales Division
April 2009 General Manager of Lighting Source Sales
Department
April 2012 General Manager of Product Strategy
Department, Lighting Business Strategy
Division
April 2013 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Product Strategy
Department
April 2014 Executive Officer, General Manager ofLighting Business Strategy Division, andGeneral Manager of Lighting Business
Planning Department
Masayuki
April 2015 Senior Executive Officer, General
Arimatsu
Manager of Lighting Business Strategy(October 4, 1956)
Division, and General Manager ofReappointment
Lighting Business Planning Department[Attendance at the Board
1,400 sharesof Directors meetings June 2016
Director, Senior Executive Officer,
during the fiscal year
General Manager of Lighting Businessunder review]
Strategy Division, and General Manager of
14 times
Lighting Business Planning Department
out of 14 meetings(100.0%)April 2017 Director, Senior Executive Officer incharge of General Affairs Division, Public
Relations Department, and Customer
Support Center
April 2018 Director, Senior Executive Officer incharge of General Affairs Division, Public
Relations Department, Customer Support
Center, Corporate Planning Division, andInformation System Division
April 2019 Director, Senior Executive Officer, Deputy
General Manager of Lighting Business
Unit (Product Planning & Development),
in charge of General Affairs Division,
Public Relations Department, Corporate
Planning Division, and Information
System Division (current position)[Reason for selecting him as a candidate for Director]
After being assigned at the product planning and thelighting business strategy divisions, he is currently incharge of general affairs, public relations, corporate-7-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
planning and information system divisions. Since April,
he has been responsible for product planning anddevelopment at the organization that handles
development, manufacturing and sales at the lighting
business. He is well versed in business, and has been
appropriately performing his functions and duties. We
have judged that, by utilizing his experience andknowledge, he would be capable of contributing tomanagement of the Company.

-8-

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1979

Joined the Company

October 2008 General Manager of Technical Service
Division
April 2012 General Manager of Technology Division
June 2012

4

Executive Officer, General Manager ofTechnology Division
April 2015 Senior Executive Officer, General
Manager of Technology Division
April 2017 Senior Executive Officer in charge ofIntellectual Property & Legal Division,
Quality Assurance Division, Research &Development Division, Technical Service
Division, and Evaluation Test Center
Makoto Inamori April 2018 Senior Executive Officer in charge ofIntellectual Property & Legal Division,(November 21,
Quality Assurance Division, Evaluation
1958)
Test Center, Research & Development
Reappointment
Division, and Technical Service Division[Attendance at the Boardof Directors meetings June 2018
Director, Senior Executive Officer induring the fiscal year
charge of Intellectual Property & Legal
under review]
Division, Quality Assurance Division,
10 timesout of 10 meetings
Evaluation Test Center, Research &(100.0%)Development Division, and Technical
Service Division
April 2019 Director, Senior Executive Officer,
General Manager of Saitama Plant, incharge of Quality Assurance Division,
Evaluation Test Center, and Production
Engineering Division (current position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the technical service
division, started his tasks as the General Manager of the
manufacturing plant in April, and is well versed inbusiness. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

-9-700 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1972

5

Joined Nihon Denso Corporation (current
DENSO CORPORATION)
January 1997 General Manager of New Businesses andSales Department of DENSOCORPORATION
June 2000
Director of DENSO CORPORATION
June 2004
Executive Director of DENSO
Kenji OyaCORPORATION(November 4, June 2007
Senior Executive Director of DENSO
1949)
CORPORATION
Reappointment June 2009
Executive Vice President of DENSO
OutsideCORPORATION
Independent June 2010
President and CEO of ASMO CO., LTD[Attendance at the Board
June 2014
Advisor to ASMO CO., LTD
of Directors meetings
during the fiscal year June 2016Retired from Advisor to ASMO CO., LTD
under review]
June 2018
Director of the Company (current position)
10 timesout of 10 meetings[Reason for selecting him as a candidate for Director](100.0%)He has experience in serving as Director of DENSOCORPORATION. We have judged that he would becapable of contributing to management of the Company
by reflecting his experience as a manager and wide-range
of knowledge in management of the Company from theposition of an Outside Director, while strengthening
corporate governance from his position which is
independent of the Company.

- 10 -

0 sharesThis English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1983
April 2006

6

Joined the Company
General Manager of Motion Picture Light
Source Division, Light Source Department
July 2007
General Manager of Industrial Light
Source Division, Manufacturing Division
April 2008 General Manager of Motion Picture Light
Source Division, Manufacturing Division
April 2009 General Manager of Motion Picture Light
Source Division
April 2010 General Manager of Production
Engineering Division
June 2011
General Manager of Production Innovation
Division
April 2012 General Manager of Motion Picture Light
Source Division, Applied Optics Business
Division
April 2013 General Manager of Applied Optics
Division, Applied Optics Business
Division
April 2014 Executive Officer and Deputy General
Sumio Uehara
Manager of Applied Optics Business(May 15, 1960)
Division
New appointment April 2016 Executive Officer and General Manager ofApplied Optics and Environment Business
Unit
April 2017 Senior Executive Officer, General
Manager of Applied Optics andEnvironment Business Unit and General
Manager of Saitama Plant
April 2018 Senior Executive Officer, General
Manager of Applied Optics andEnvironment Business Unit and General
Manager of Saitama Plant in charge of
Production Strategy Division
April 2019 Senior Executive Officer and General
Manager of Applied Optics andEnvironment Business Unit (current
position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the applied optics divisionand production engineering division, and is well versed
in business. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

- 11 -

100 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position and responsibility at the Company Number of theCompany’s(Significant concurrent positions)shares owned
April 1981
June 2004
April 2006
June 2006
April 2008
April 2009
June 2009
April 2011
June 2011
April 20137

Tsuneo Tanai(January 24, April 20141957)
New appointment
OutsideIndependent
June 2015

June 2016
June 2016

Joined Honda Motor Co., Ltd.
Managing Director of Honda R&D Co.,Ltd.
Vice President and Director of Honda ofAmerica Mfg., Inc.
Operating Officer of Honda Motor Co.,Ltd.
President and Director of Honda ofAmerica Mfg., Inc.
Chief Officer, Automobile Operations of
Honda Motor Co., Ltd.
Director of Honda Motor Co., Ltd.
Operating Officer and Director of Honda
Motor Co., Ltd.
President and CEO, Keihin Corporation
President and CEO, Executive for
Corporate Planning Office and Chief
Operating Officer for New Business
Management & Sales Operations, Keihin
Corporation
President and CEO, Chief Operating
Officer for Business Management & Sales
Operations and Executive for Advanced
Technology Research Department, Keihin
Corporation
President and CEO, Chief Operating
Officer for Business Management & Sales
Operations in charge of Americas
Operations, Keihin Corporation
Resigned as President and CEO, Keihin
Corporation
Company friend, Honda Motor Co., Ltd.
(current position)[Reason for selecting him as a candidate
for Director]
He has experience in serving as Director of
Honda Motor Co., Ltd. We have judgedthat he would be capable of contributing tomanagement of the Company by reflecting
his experience and abundant knowledge inbusiness strategy etc. in management of theCompany from the position of an Outside
Director, while he is expected to provide
advice on general management from his
position which is independent of theCompany.

- 12 -

0 sharesThis English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
The candidates for Directors, Mr. Kenji Oya and Mr. Tsuneo Tanai, are candidates for Outside
Directors.
3.
The candidate for Director, Mr. Kenji Oya, will have served one year as Outside Director, at the closeof this Ordinary General Meeting of Shareholders.
4.
(1) We selected the candidate for Director, Mr. Kenji Oya, as a candidate for Outside Director to have
him reflect his experience as a manager and wide range of knowledge in the management of theCompany as well as to strengthen corporate governance of the Company from a position that is
independent of the Company. Accordingly, we request his election as Outside Director.
(2) We selected the candidate for Director, Mr. Tsuneo Tanai, as a candidate for Outside Director
because he has experience and abundant knowledge in corporate management and businessstrategy, and is expected to strengthen functions of the Board of Directors by providing opinions
and advice on growth of the Company and the Group and improvement in corporate value from a
position that is independent of the Company. Accordingly, we request his election as Outside
Director.
5.
The Company has notified Tokyo Stock Exchange, Inc. that Mr. Kenji Oya is an independent director inaccordance with its rules. In addition, as the candidate for Director, Mr. Tsuneo Tanai satisfies thecriteria for independent director as prescribed by the rules of the Tokyo Stock Exchange (TSE), theCompany will register him as an independent director with the TSE.
6.
The Company has concluded an agreement with Mr. Kenji Oya pursuant to the provisions of Article
427, Paragraph 1 of the Companies Act to limit the amount of his liability to damages as provided for in
Article 423, Paragraph 1 of the Companies Act. Pursuant to the agreement, the amount of liability fordamages shall be the minimum amount provided for by Article 425, Paragraph 1 of the Companies Act.
If the election of Mr. Kenji Oya is approved, the Company shall continue the said agreement. Further,
the Company will enter into a limited liability agreement with Mr. Tsuneo Tanai upon his election as a
Director.
7.
Attendance at Board of Directors meetings for the fiscal year under review is the attendance at those
held during the 104th business period.
Since Mr. Makoto Inamori and Mr. Kenji Oya were newly elected and appointed at the 103rd Ordinary
General Meeting of Shareholders, the number of the Board of Directors meetings after the appointment
is listed under the attendance at the Board of Directors meetings for the fiscal year under review.

- 13 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 3: Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Teruo Yoshii and Mr.
Koichi Ikeda will expire at the close of this Ordinary General Meeting of Shareholders.
Accordingly, the Company requests the election of two (2) Audit & Supervisory Board
Members. With regard to this agenda item, the consent of the Audit & Supervisory Board has
been obtained.
The candidates for Audit & Supervisory Board Members are as follows.
Candidate
No.

Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)
April 1979
April 2012

1

Joined the Company
General Manager of Corporate
Management Department,
Administration Division
April 2017 General Manager of Corporate
Management Division
April 2018 General Manager of General
Affairs Division
Hiroaki Kato
(November 19, June 2019 Report to the President (current
position)
1960)
New appointment [Reason for selecting him as a candidate for
Audit & Supervisory Board Member]
He has obtained abundant experience andknowledge through his assignment at the
Corporate Management Division, then the
General Affairs Division. By utilizing theexperience and knowledge that he accumulated in
auditing, we believe that he can help to assure theintegrity of the management of the Company.

Number of theCompany’s shares
owned- 14 -

300 shares

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Candidate
No.

Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)

Number of theCompany’s shares
owned

April 1979

Joined The Dai-Ichi Kangyo Bank,Ltd.
May 2005
General Manager of Banking
Department, Mizuho Bank, Ltd.
March 2006 Executive Officer, General
Manager of Banking Department,
Mizuho Bank, Ltd.
April 2007 Executive Officer, General
Manager of Branch Banking
Department, Mizuho Bank, Ltd.
April 2008 Managing Executive Officer,
Mizuho Bank, Ltd.
April 2012 Advisor, Mizuho Bank, Ltd.
May 2012

2

Executive Vice President, Mizuho
Research Institute Ltd.
Naoto Suzuki
March 2014 Resigned as Executive Vice
(March 18,
President, Mizuho Research
1957)
Institute Ltd.
New appointment
April 2014 Advisor, Japan Hades Co., Ltd.
OutsideJune 2014
Director and Vice President, Japan
Hades Co., Ltd. (current position)(Significant concurrent positions)
Director and Vice President, Japan Hades Co.,Ltd.
[Reason for selecting him as a candidate for
Audit & Supervisory Board Member]
He has a wealth of knowledge through his careerin financial business and corporate management.
Accordingly, we have judged that he would becapable of conducting audits as Outside Audit &Supervisory Board Member from a neutral andobjective standpoint, and contributing tomaintaining and improving the transparency ofmanagement of the Company and its monitoringand supervisory functions.

0 shares

Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
The candidate for Audit & Supervisory Board Member, Mr. Naoto Suzuki is the candidate for Outside
Audit & Supervisory Board Member.
3.
The candidate for Audit & Supervisory Board Member, Mr. Naoto Suzuki, is concurrently serving as
Director and Vice President to Japan Hades Co., Ltd.
4.
If the election of the candidates for Audit & Supervisory Board Member, Mr. Hiroaki Kato and Mr.
Naoto Suzuki, is approved, the Company will conclude an agreement with them pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act to limit the amount of their liability fordamages as provided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to these
agreements, the amount of liability for damages shall be the minimum amount provided for by Article
425, Paragraph 1 of the Companies Act.

- 15 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

Agenda No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
In order to prepare for the case where the number of Audit & Supervisory Board Members
falls short of the number stipulated by laws and regulations, the Company requests theelection of one (1) Substitute Audit & Supervisory Board Member in advance. With regard to
this agenda item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Substitute Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Brief profile, position at the Company(Significant concurrent positions)
April 1975
April 2005

Koichi Ikeda(February 11,
1952)
New appointment
OutsideJoined The Dai-Ichi Kangyo Bank, Ltd.
Senior Managing Executive Officer,
Mizuho Research Institute Ltd.
April 2009
Audit & Supervisory Board Member, JFE
Steel Corporation
April 2011
President and CEO of Mizuho Factors,
LimitedJune 2015
Audit & Supervisory Board Member of
the Company and President and CEO of
Mizuho Factors, Limited
Audit & Supervisory Board Member ofJuly 2015
the Company and Advisor to NIPPONTOCHI-TATEMONO Co., Ltd. (current
position)(Significant concurrent positions)
Advisor to NIPPON TOCHI-TATEMONO Co., Ltd.
[Reason for selecting him as a candidate for Substitute
Audit & Supervisory Board Member]
He has a wealth of knowledge and abundant experiencefrom being engaged in the financial business andperforming as an auditor of a company. Accordingly, we
have judged that he would be capable of contributing tomaintaining and improving the transparency of the
management of the Company, and its monitoring andsupervisory functions.

Number of theCompany’s sharesowned

900 shares

Notes:
1.
There are no special conflicts of interests between the candidate and the Company.
2.
Mr. Koichi Ikeda is the candidate for Substitute Outside Audit & Supervisory Board Member.
3.
Mr. Koichi Ikeda is concurrently serving as Advisor to NIPPON TOCHI-TATEMONO Co., Ltd.
4.
Mr. Koichi Ikeda is currently serving as Outside Audit & Supervisory Board Member, and it has beenfour years since he assumed the position. He will resign at the close of this Ordinary General Meeting of
Shareholders since his term of office will expire.
5.
If Mr. Koichi Ikeda assumes the Outside Audit & Supervisory Board Member, the Company willconclude an agreement with him pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act to limit the amount of his liability for damages as provided for in Article 423, Paragraph
1 of the Companies Act. Pursuant to the agreement, the amount of liability for damages shall be theminimum amount provided for by Article 425, Paragraph 1 of the Companies Act.

- 16 -

This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.

<Reference> Standards for Independence of Outside Directors (Directors and Audit& Supervisory Board Members)
The Company has adopted the following criteria to ensure independence of Outside
Directors:
1. A person who is not and has not been an executing person (Director, Executive Officer orother employee) or Audit & Supervisory Board Member of the Company or the Group;
2. A person who is not an important executing person (director, executive officer or otherimportant employee) or Audit & Supervisory Board Member of a large shareholder of theCompany (a party which holds 10% or more of the total voting rights of the Company);
3. A person who is not an important executing person of the company for which theCompany is a large shareholder (a party which holds 10% or more of the total voting
rights of the company);
4. A person who is not an important executing person of a principal business partner (a party
whose payment or receipt of consideration for transactions with the Company accounts formore than 2% of the consolidated gross sales in any of the past three fiscal years including
the most recent one);
5. A person who has not been a director, audit and supervisory board member, executive
officer or other employee of a financial institution that is a principal lender for theCompany or the Group, in any of the past three fiscal years including the most recent one;
6. A person is not a legal expert, accounting and tax expert, expert in various kinds ofvarious consulting, or research and education expert who receives a large amount of
remuneration or donation from the Company (10 million yen or more for an individualand more than 2% of the consolidated gross sales for a corporation or group, in any of thepast three fiscal years including the most recent one);
7. A person who is not a relative (who is within the third degree of kinship or resides in thesame house) of an executing person of the Company and the Group, a principal business
partner of the Company, or a group which receives a large donation from the Company;
and8. A person who is not otherwise reasonably deemed to be subject to doubts about his/her
independence or to have conflicts of interest with ordinary shareholders.

- 17 -