This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 5269
(Date of mailing) June 13, 2023
(Start date for electronic provision measures: June 8, 2023)
To Shareholders with Voting Rights
TSUKAMOTO Hiroshi
Representative Director and President
NIPPON CONCRETE INDUSTRIES CO., LTD.
4-6-14, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 92nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 92nd Annual General Meeting of Shareholders of NIPPON CONCRETE
INDUSTRIES CO., LTD. (the “Company”) will be held as described below.
In the convocation of this General Meeting of Shareholders, the Company has taken electronic provision
measures and posted the matters subject to electronic provision measures on the following website as the“Notice of the 92nd Annual General Meeting of Shareholders.”
The Company’s website: https://www.ncic.co.jp/en/ir/
In addition to the above-mentioned website, the matters subject to electronic provision measures areposted on the Tokyo Stock Exchange (TES) website. Please access the TSE website (Listed Company Searchservice) described below and enter the issue name (company name), “NIPPON CONCRETE INDUSTRIES”
or the securities code, “5269” to search. Then, please select “Basic Information” followed by “Documentsfor public inspection/PR information” to review the documents.
TSE website (Listed Company Search service):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the Meeting in person, you can exercise your voting rights via the Internet, etc. or inwriting. Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m. on Wednesday, June 28, 2023, Japan standard time.

11. Date and time:
2. Place:

Thursday, June 29, 2023 at 10 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)
Conference Room on the 1st floor of the Company
NC Shibaura Building, 4-6-14, Shibaura, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 92nd fiscal year
(April 1, 2022 to March 31, 2023), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & SupervisoryBoard
2.
Non-consolidated Financial Statements for the 92nd fiscal year (April 1, 2022
to March 31, 2023)
As for the handling of the matters to be reported, please refer to “Regarding the
Adjourned Meeting of the 92nd Annual General Meeting of Shareholders” on page 3.
Matters to be resolved:
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Auditor & Supervisory Board Memberˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ
⚫
⚫
⚫

If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception.
Any revisions to the matters subject to electronic provision measures will be posted on each website that provides
the information.
We will adopt the Cool Biz policy and dress casually on the day of the Meeting.

2Regarding the Adjourned Meeting of the 92nd Annual General Meeting of Shareholders
As the items on the meeting agenda of the 92nd Annual General Meeting of Shareholders of the Company
scheduled to be held on June 29, 2023 (the “Meeting”), the Company planned to report to the shareholders
the matters to be reported consisting of “Business Report and Consolidated Financial Statements for the 92nd
fiscal year (April 1, 2022 to March 31, 2023), and results of audits of the Consolidated Financial Statements
by the Accounting Auditor and the Audit & Supervisory Board” and “Non-consolidated Financial Statements
for the 92nd fiscal year (April 1, 2022 to March 31, 2023)” (collectively, the “Matters to be reported for the
92nd fiscal year”) at the Meeting.
However, since the efforts to recover from the ransomware infection damage caused by the third party on
May 5, 2023 require a decent amount of time, the settlement-related procedures have not yet been completed.
For this reason, it is impossible for the Company to provide the Business Report, Consolidated Financial
Statements, Non-consolidated Financial Statements, Independent Audit Report by the Accounting Auditor,
and Audit Report by the Accounting & Supervisory Board for the 92nd fiscal year.
Therefore, the Company will hold a separate meeting to continue the Meeting (the “Adjourned meeting”)
shortly after completing the necessary procedures, including receiving the Independent Audit Report by the
Accounting Auditor, and will report the Matters to be reported for the 92nd fiscal year. In addition, we willseek shareholders’ approval to delegate the determination of the date, time, and place of the Adjourned
meeting to the Board of Directors (the “Proposal”) at the Meeting. If the Proposal is approved at the Meeting,
the Company will separately send the notice of the Adjourned meeting to our shareholders and hold the
Adjourned meeting.
As the Adjourned meeting will be part of the Meeting, the shareholders to be present at the Adjourned
meeting should be the same as those who can exercise their voting rights at the Meeting.
We sincerely apologize to our shareholders for the inconvenience this has caused.

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Eight (8) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of eight (8) Directors is proposed. All nine (9) Directors shallretire from office at the time of adjournment of this General Meeting of Shareholders (at the end ofdeliberations on June 29, 2023) due to the expiration of the present term of office, and the time of assuming
offices of all eight (8) incoming Directors shall be the time of adjournment of the Meeting (at the end ofdeliberations on June 29, 2023).
Regarding nomination of candidates for Director, in order to ensure fairness and transparency, the Boardof Directors seeks advice of the Nomination Committee, a voluntary body, which is chaired by an
Independent Outside Director and a majority of whose members are Independent Outside Officers. The
Nomination Committee deliberates on and submits a draft nomination proposal it has approved to the Boardof Directors. The proposal was finalized by the resolution of the Board of Directors.
The candidates for Director are as follows:
No.

Name

1

Reappointment

TSUKAMOTO Hiroshi

2

Reappointment

IMAI Yasutomo

3

Reappointment

KODERA Mitsuru

4

Reappointment

SUGITA Yoshihiko

5

Reappointment

KAKUGARA Akihiko

6

Reappointment

MAZUKA Michiyoshi

Outside Director
Independent Officer

7

Reappointment

ISHIZAKI Nobunori

Outside Director
Independent Officer

8

Reappointment

MATSUMOTO Takenori

Outside Director
Independent Officer

4

Current positions and responsibilities at theCompany
Representative Director and President
Responsible for execution of overall management;
Head of Sales Management Headquarter;
Chairman of the Board of Directors;
Member of Remuneration Committee
Director, Managing Executive Officer
Responsible for Sales (Pole-related Business);
General Manager of Pole Sales Administration
Department
Director, Executive Officer
Responsible for Headquarter (Engineering
Development & Designing);
Responsible for Sales (International Business)
General Manager of International Business
Department
Director, Executive Officer
Responsible for Headquarter (Business
Administration)
Director, Executive Officer
Responsible for Sales (Foundation Business,
Construction Sales)
Director
Chairman of Nomination Committee;
Chairman of Remuneration Committee
Director
Member of Nomination Committee
Member of Remuneration Committee
Director

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
June 2011

1

Number ofshares of theCompany held

Joined the Company
Representative Director and President, NC East
Japan Concrete Industries Co., Ltd.
July 2014
General Manager, Production Management
Department, the Company
June 2015
Executive Officer, General Manager, Production
Management Department, the Company
50,900June 2016
Executive Officer, the Company
TSUKAMOTO
June 2020
Director, Senior Managing Executive Officer, theHiroshiCompany(February 15, 1965)
Director, Kyushu Kouatsu Concrete Industries Co.,
Ltd. (current position)
Representative Director and President, the
June
2021
[Reappointment]
Company (current position)[Reason for nomination as candidate for Director]
After joining the Company, Mr. TSUKAMOTO Hiroshi was engaged in production management and operationof plants. After assuming office as Executive Officer, he tackled productivity enhancement and other initiatives
as a person responsible for overall production management. After assuming office as Director, he was responsible
for business administration and assisted the Representative Director. Since assuming office as Representative
Director and President, he has been striving to achieve sustainable growth and enhancement of corporate value
through implementation of the Group’s Corporate Philosophy. Therefore, the Company proposes his reelection
as Director to lead management of the Group.

5

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981

2

Number ofshares of theCompany held

Joined Tokyo Electric Power Company (currently
Tokyo Electric Power Company Holdings,
Incorporated (TEPCO))
Senior Manager, Facilities Dept., Saitama Branch,
October 2003
TEPCO
July 2005
General Manager, Kumagaya Branch Office,Saitama Branch, TEPCO
June 2012
General Manager, Ginza Branch Office, Tokyo
62,460Branch, TEPCO
July 2015
Executive Officer, the Company
IMAI Yasutomo
June 2016
Director, Executive Officer, the Company(August 4, 1958)
June 2017Managing Executive Officer, the Company
Director, TOKAI CONCRETE INDUSTRIES
June 2018[Reappointment]
CO., LTD. (current position)
June 2022
Director, Managing Executive Officer, theCompany (current position)[Reason for nomination as candidate for Director]
Mr. IMAI Yasutomo worked in a power distribution department at a power utility and has in-depth knowledge
about poles and other mainstay products of the Company. He also has experience in working in an administration
department. At the Company, he has long been responsible for the pole-related business as Executive Officer. In
view of his capabilities, insight, experience, and probity, the Company believes he will contribute to theCompany’s enhancement of corporate value and sustainable growth. Therefore, the Company proposes his
reelection as Director.

6

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992

Number ofshares of theCompany held

Joined the Company

June 2010

KODERA Mitsuru(July 17, 1966)
3[Reappointment]

General Manager, Engineering Development &Designing Department (III), the Company
June 2013
Representative Director and President, NC Kanto
Pile Manufacturing Co., Ltd.
June 2015
Executive Officer, General Manager, Engineering
Development & Designing Department, theCompany
June 2020
Director, Executive Officer, General Manager,
Engineering Development & Designing
Department, the Company
Representative Director and President, NC SteelCo., Ltd. (current position)
June 2021
Director, Executive Officer, the Company (current
position)
June 2022
Representative Director and President, NC Kanto
Pile Manufacturing Co., Ltd. (current position)
Director, Nihon Network Support Co., Ltd.
(current position)[Significant concurrent positions] Representative Director and President, NC Steel Co., Ltd.
 Representative Director and President, NC Kanto Pile
Manufacturing Co., Ltd.

24,300[Reason for nomination as candidate for Director]
Mr. KODERA Mitsuru has in-depth knowledge concerning engineering and design of products and construction
methods and is responsible for the Engineering Development & Designing Department, actively developing new
products and advanced construction methods. He is also responsible for the Environment & Energy Business andthe International Business and is engaged in promotion of new businesses. In view of his capabilities, insight,
experience, and probity, the Company believes he will contribute to the Company’s enhancement of corporate
value and sustainable growth. Therefore, the Company proposes his reelection as Director.

7

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

SUGITA Yoshihiko(September 9, 1958)
4[Reappointment]

5

Joined Mitsui Knowledge Industry Co., Ltd.
(currently MITSUI KNOWLEDGE INDUSTRY
CO., LTD.)
June 1991
Joined The Industrial Bank of Japan (currently
Mizuho Bank, Ltd.)
April 2006
Director, General Manager of General Affairs
Dept., Mizuho–DL Financial Technology Co., Ltd.
September 2007 Managing Executive Officer, Katokichi Co., Ltd.
(currently TableMark Co., Ltd.)
June 2008
Director, Managing Executive Officer, KatokichiCo., Ltd.
Standing Audit and Supervisory Board Member,June 2011
TableMark Co., Ltd.
April 2014
General Manager, Director Headquarters, SeiKohkai Medical Group
June 2019
Executive Officer, the Company
June 2022
Director, Executive Officer, the Company (current
position)
Representative Director and President, NC
Management Service Co., Ltd. (current position)[Significant concurrent positions] Representative Director and President, NC Management Service
Co., Ltd.

Number ofshares of theCompany held

13,800[Reason for nomination as candidate for Director]
Mr. SUGITA Yoshihiko has many years of experience at financial institutions and held executive positions atbusiness entities. Since joining the Company, he has been responsible for the Business Administration
Department and has been engaged in the formulation of the management plan and other initiatives in the field offinance, IR and others. In view of his capabilities, insight, experience, and probity, the Company believes he willcontribute to the Company’s enhancement of corporate value and sustainable growth. Therefore, the Company
proposes his reelection as Director.
April 1982
Joined Sumitomo Corporation
General Manager, Materials & Supply Dept.,
April 2000
Sumitomo Corporation Taiwan Ltd.
April 2009
General Manager, Cement Dept., Materials &Supply Div., Sumitomo Corporation
June 2015
Representative Director, Executive Vice President,
5,000
Sumisho & Mitsuibussan Kenzai Co., Ltd.
(currently SMB Kenzai Co., Ltd.)KAKUGARA Akihiko June 2017
Representative Director, President, SMB Kenzai(November 2, 1959)
Co., Ltd.
June 2021
Executive Officer, the Company[Reappointment]
June 2022
Director, Executive Officer, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. KAKUGARA Akihiko has experience in sales of building materials and other merchandise in Japan andoverseas at a general trading company as well as experience as a corporate manager. Since joining the Company,
he has been working for development of the Foundation Business. In view of his capabilities, insight, experience,and probity, the Company believes he will contribute to the Company’s enhancement of corporate value andsustainable growth. Therefore, the Company proposes his reelection as Director.

8

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
April 1971
June 2001

6

Joined Fujitsu FACOM Co., Ltd.
Transferred to Fujitsu Limited
Member of the Board and Head of East Japan Sales
Business Unit, Fujitsu Limited
June 2005
Member of the Board, Corporate Executive Vice
President, Fujitsu Limited
June 2006
Corporate Senior Executive Vice President andRepresentative Director, Fujitsu Limited
June 2008
Chairman and Representative Director, Fujitsu
Limited
September 2009 Chairman, President and Representative Director,
Fujitsu Limited
June 2014
Advisor and Director, Fujitsu Limited
MAZUKA Michiyoshi June 2015
Director, the Company (current position)(October 17, 1943)
June 2016
Advisor, Fujitsu Limited
Outside Director, AMADA HOLDINGS CO.,[Reappointment]
LTD. (currently AMADA CO., LTD.) (current[Outside Director]
position)[Independent Officer]
April 2018
Senior Advisor, Fujitsu Limited
June 2018
Outside Director, Tsukishima Kikai Co., Ltd.
(currently TSUKISHIMA HOLDINGS CO., LTD.)(current position)[Significant concurrent positions] Outside Director, AMADA CO., LTD.
 Outside Director, TSUKISHIMA HOLDINGS CO., LTD.

Number ofshares of theCompany held

34,600[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having served as Chairman, President and Representative Director of Fujitsu Limited, Mr. MAZUKA Michiyoshi
has a wealth of experience and extensive knowledge as a corporate manager. The Company can expect to receive
appropriate advice from him on overall management from an independent standpoint and believes he willcontribute to the Company’s further enhancement of corporate governance. Therefore, the Company proposes his
reelection as Outside Director.
[Supplementary explanation concerning independence]
The Company has a business relationship, including sales of products, with subsidiaries of Fujitsu Limited where
Mr. MAZUKA Michiyoshi was engaged in the business execution. However, the transaction amount in the mostrecent fiscal year accounts for less than 1% of the consolidated net sales of Fujitsu Limited and the Company.
Mr. MAZUKA Michiyoshi has not been involved in the business execution of Fujitsu Limited since June 2016.

9

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1978

ISHIZAKI Nobunori(July 16, 1948)

7[Reappointment][Outside Director][Independent Officer]

Completed the legal apprentice training course(30th term)
April 1978
Joined Nobuo Takai Law Firm
August 1984
Representative, Nobunori Ishizaki Law Firm
June 1996
Senior Executive Member, Management Lawyers
Council (current position)
January 2002
Member of Labor Deliberation Committee,
Cabinet’s Task Force on Judicial Reform
October 2002
Vice Chairman, Labor Legislation Committee,
Japan Federation of Bar Associations
April 2011
Representative Attorney, ISHIZAKI &YAMANAKA Law Firm (current position)
June 2017
Director, the Company (current position)[Significant concurrent positions] Representative Attorney, ISHIZAKI & YAMANAKA Law Firm

Number ofshares of theCompany held

22,000[Reason for nomination as candidate for Outside Director and overview of the expected role]
An expert on labor law, Mr. ISHIZAKI Nobunori is an attorney at law with a wealth of experience and extensive
knowledge. The Company can expect to receive appropriate suggestions from him on overall management,
including management issues such as work style innovation, and management supervision from an independent
standpoint and believes he will contribute to the Company’s further enhancement of corporate governance.
Therefore, the Company proposes his reelection as Outside Director.
[Supplementary explanation concerning independence]
The Company separately receives legal advice from ISHIZAKI & YAMANAKA Law Firm where Mr. ISHIZAKI
Nobunori serves as Representative Attorney. However, the fee amount in the most recent fiscal year is less than
10 million yen and accounts for less than 1% of the consolidated net sales of the said firm and the Company.

10

Name
(Date of birth)

No.

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1968

8

Joined the Ministry of Transport (currently the
Ministry of Land, Infrastructure, Transport andTourism)
January 1994
First Airport Administrator, Kansai International
Airport, West Japan Civil Aviation Bureau
August 1995
Director-General, West Japan Civil Aviation
BureauJune 1996
Director-General, Engineering Department, Civil
Aviation Bureau
June 2000
Director, Japan Air System Co., Ltd.
June 2003
Representative Director and Senior Managing
4,700
Director, Japan Airline Co., Ltd.
MATSUMOTO
June 2006
Director and Chairman, JAL Aircraft MaintenanceTakenori
Narita Co., Ltd.
(February 5, 1944)
August 2014
Representative Director and Senior Vice President,
Setouchi SEAPLANES, Inc.
[Reappointment]
January
2017
Representative Director and President, Setouchi[Outside Director]
SEAPLANES, Inc.
[Independent Officer]
September 2019 Executive Advisor, Daihyaku Shoji Co., Ltd.
(current position)
November 2020 Executive Advisor, Japan Drone Organization Co.,
Ltd. (current position)
June 2022
Director, the Company (current position)[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having held key positions as a public official and served as Representative Director of operating companies, Mr.
MATSUMOTO Takenori has a wealth of experience and extensive knowledge gained through his career in the
public sector and as a corporate manager. The Company can expect to receive appropriate advice from him on
overall management from an independent standpoint and believes he will contribute to the Company’s further
enhancement of corporate governance. Therefore, the Company proposes his reelection as Outside Director.
Notes:

1. Current positions and responsibilities at the Company of candidates who are currently Directors of theCompany are as indicated on the list of candidates for Director on page 4 of the Reference Document.
2. No special interest exists between any of the candidates and the Company.
3. Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori are candidates for
Outside Director.
4. Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori are currently
Outside Directors of the Company. At the conclusion of this General Meeting of Shareholders, the numberof years since assumption of office as the Company’s Outside Director will be as follows. Mr. MAZUKA
Michiyoshi will have been in office as Outside Director for 8 years, Mr. ISHIZAKI Nobunori for 6 years,
and Mr. MATSUMOTO Takenori for 1 year.
5. The Company has designated Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr.
MATSUMOTO Takenori as independent officers based on the stipulations by the Tokyo Stock Exchange. If
their reelection is approved, they will remain independent officers.
In addition to the independence criteria stipulated by the Tokyo Stock Exchange, if any of the following
applies to a person, the Company judges that such person is not independent. None of the following applies
to Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori.
(1) A person to whom any of the following currently applies:
1) A major shareholder of the Company (shareholder who holds 10% or more of voting rights) or an
executive of such shareholder

112) An entity that is a business partner of the Company whose amount of transactions with the Company
in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for that year or an
executive thereof3) An entity where the Company is its business partner and whose amount of transactions with theCompany in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for thatyear or an executive thereof4) A financial institution or other major creditor, which is indispensable for the Company’s financing andon which the Company is dependent to the extent that there is no substitute, or an executive thereof5) A certified public accountant who is the Accounting Auditor of the Company or an employee of theaudit firm that is the Accounting Auditor of the Company
6) A person who has received a donation amounting to 10 million yen or more in the most recent fiscal
year from the Company or an executive thereof7) A lawyer, certified public accountant, certified tax accountant, a consultant or the like who received
money or financial benefits exceeding 10 million yen from the Company in the most recent fiscal year
other than officer remuneration or an executive thereof(2) A person to whom any of (1) 1)-7) above applies at any point in time during the past three years
6. In accordance with Article 427 Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into liability limitation agreements with Mr. MAZUKA Michiyoshi,
Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori to limit their liability for damages. The amountof liability for damages in accordance with the agreement is limited to the amount stipulated by laws andregulations. If their reelection is approved, the Company intends to continue the liability limitationagreements with them.
7. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, which covers damages that may arise
when the insured assumes liability arising from the execution of his or her duties (however, cases to which
exemptions specified by the insurance contract apply are not covered). If the candidates for Director are
elected and assume office, all the Directors will become the insured under the said insurance contract. The
Company intends to renew the said insurance contract with the same contents at the next renewal.
8. Attendance of Outside Directors to be reappointed at meetings of the Board of Directors during the fiscal
year ended March 31, 2023 is as follows.
The number of meetings for Director Mr. MATSUMOTO Takenori counts the meetings held after his
appointment.
Number of times attended Attendance rate
MAZUKA Michiyoshi
12 out of 14
86%
ISHIZAKI Nobunori
14 out of 14
100%
MATSUMOTO Takenori
11 out of 11
100%

12

Proposal 2:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit Supervisory Board Member Ms. ANDO Makoto will expire at the conclusionof this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit Supervisory
Board Member is proposed.
The candidate for Audit & Supervisory Board Member is as follows.
The Audit & Supervisory Board has given its approval to the submission of this proposal.
Name(Date of birth)

Career summary, positions,and significant concurrent positions
Joined Sanwa Tokyo Marunouchi Audit
Corporation (currently Deloitte Touche Tohmatsu
LLC)
December 1988 Joined KPMG Peat Marwick New York Office
April 1991
Joined Sakurai Accounting Office
April 1994
Joined Tokyo Metropolitan Police Department
Joined Ando Tax & Accounting Office (currently
April 2002
Hibiki Tax Corporation) (current position)
Joined Ando Certified Public Accountant Joint
Office (current position)
June 2007
External Corporate Auditor, INVAST
SECURITIES CO., LTD. (currently INV Inc.)
June 2013
Audit & Supervisory Board Member, the Company(current position)
External Director (Audit Committee member),June 2015
INVAST SECURITIES CO., LTD. (currently INVInc.) (current position)
June 2017
Outside Audit & Supervisory Board Member,
Meiji Holdings Co., Ltd. (current position)
Outside Audit & Supervisory Board Member,June 2022
Mitsui Sumitomo Insurance Company, Limited(current position)[Significant concurrent positions] Representative Partner, Hibiki Tax Corporation
 External Director (Audit Committee member), INV Inc.
 Outside Audit & Supervisory Board Member, Meiji Holdings Co.,Ltd.
 Outside Audit & Supervisory Board Member, Mitsui Sumitomo
Insurance Company, Limited

Number ofshares of theCompany held

October 1984

ANDO Makoto(October 8, 1959)[Reappointment][Outside Audit &Supervisory Board
Member][Independent Officer]

67,900[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Having been engaged in business practice for corporate accounting over the years, Ms. ANDO Makoto has awealth of experience and extensive knowledge domestically and internationally as a certified public accountant.
The Company can expect to receive her appropriate suggestions on overall management and management
supervision from an independent standpoint and believes she will contribute to the Company’s further
enhancement of corporate governance. Therefore, the Company proposes her reelection as Outside Audit &Supervisory Board Member.
[Supplementary explanation concerning independence]
The Company has a business relationship, including insurance contracts against damage, with Mitsui Sumitomo
Insurance Company, Limited where Ms. ANDO Makoto serves as Outside Audit & Supervisory Board Member.
However, the transaction amount in the most recent fiscal year accounts for less than 1% of the consolidated net
sales of Mitsui Sumitomo Insurance Company, Limited and the Company.
13

Notes:1. No special interest exists between the candidate and the Company.
2. Ms. ANDO Makoto is a candidate for Outside Audit & Supervisory Board Member. She is currently an
Outside Audit & Supervisory Board Member of the Company. The number of years since assumption of
office as Outside Audit & Supervisory Board Member will be 10 years at the conclusion of this General
Meeting of Shareholders.
3. The Company has designated Ms. ANDO Makoto as an independent officer based on the stipulations by the
Tokyo Stock Exchange. If her reelection is approved, she will remain an independent officer.
In addition to the independence criteria stipulated by the Tokyo Stock Exchange, if any of the criteria listed
in No. 5 on page 11 through 12 applies to a person, the Company judges that such person is not independent.
None of the criteria applies to Ms. ANDO Makoto.
4. In accordance with Article 427 Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into a liability limitation agreement with Ms. ANDO Makoto to limit
her liability for damages. The amount of liability for damages in accordance with the agreement is limited
to the amount stipulated by laws and regulations. If her reelection is approved, the Company intends tocontinue the liability limitation agreement with her.
5. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, which covers damages that may arise
when the insured assumes liability arising from the execution of his or her duties (however, cases to which
exemptions specified by the insurance contract apply are not covered). If Ms. ANDO Makoto is elected andassumes office, she will become the insured under the said insurance contract. The Company intends torenew the said insurance contract with the same contents at the next renewal.
6. Attendance of Accounting & Supervisory Board Member to be reappointed at meetings of the Board of
Directors and Accounting & Supervisory Board during the fiscal year ended March 31, 2023 is as follows.
Meetings of Audit & Supervisory
Meetings of Board of Directors
Board
Number of
Number of
Attendance rate
Attendance ratetimes attended
times attended
ANDO Makoto
11 out of 1479%
12 out of 13
92%

14

[Reference] Skills Matrix of the Board of Directors and the Audit & Supervisory Board after the
General Meeting of Shareholders (Plan)
Corporate
Management

Position

Finance &Accounting

Legal Affairs
Business/ RiskAdministration
Management / DX / ITC // Compliance Sustainability

Technology /Production

Business /
Sales

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International

Directors

TSUKAMOTO
Hiroshi
IMAI
Yasutomo
KODERA
Mitsuru
SUGITA
Yoshihiko
KAKUGARA
AkihikoMAZUKA
Michiyoshi

Representative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director

Director

ISHIZAKI
Nobunori
MATSUMOTO
Takenori

Director

Audit & Supervisory Board Members
Audit &INOUE
Supervisory
Toshikatsu
Board
Member(Standing)
Audit &ANDO Makoto
Supervisory
Board
MemberNISHIMURA
Toshihide

Notes:

Audit &
Supervisory
Board
Member[Independent
Officer][Outside
Director][Independent
Officer][Outside
Director][Independent
Officer][Outside
Director]

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[Independent
Officer][Outside
Audit &
Supervisory
Board
Member][Outside
Audit &
Supervisory
Board
Member]

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Up to four areas are marked for which the Company has particular expectations of each Director and Audit& Supervisory Board Member.
The above list does not represent all the skills, etc. possessed by each Director and Audit & Supervisory
Board Member.

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