(Note) The following documents have been translated from the Japanese original for reference purposes
only. In the event of any discrepancy between this translation and the Japanese original, theoriginal shall prevail.

Securities Code: 4228
June 2, 2023

To Our Shareholders
Masato Kashiwabara
Representative Director
President and Chief Executive Officer

Sekisui Kasei Co., Ltd.
2-4-4 Nishitenma, Kita-ku, Osaka

Notice of the 79th Annual General Meeting of Shareholders

Dear Shareholders,This is to notify you that the 79th Annual General Meeting of Shareholders for the fiscal year 2022
(from April 1, 2022 to March 31, 2023) will be held as described below:
In accordance with revisions to the Companies Act, the information contained in the Reference
Documents for the General Meeting of Shareholders, etc. (matters regarding measures for electronic
provision) is being provided electronically. Please access either of the websites below to review the
information.
Website 1:

https://www.sekisuikasei.com/jp/ir/ir-library/ir-notice/ (in Japanese)

Website 2:https://d.sokai.jp/4228/teiji/ (in Japanese)

Instead of attending the meeting in person, it is possible to exercise your voting
right through the Internet, etc. or by mail. Please review the Reference Documents for
the General Meeting of Shareholders and exercise your voting right by 5:15 p.m. on
Thursday, June 22, 2023 (Japan Time) according to instructions described in thisNotice.

1. Date and Time:
2. Place:

10:00 a.m. on Friday, June 23, 2023
ANA Crowne Plaza Osaka Hotel, Manyo no Ma Room, 3rd Floor, 1-3-1
Dojimahama, Kita-ku, Osaka1

3. Agenda for the Meeting:<Matters for Reporting>
1. Report on the Business Report, the Consolidated and Non-consolidated Financial Statements
for the fiscal year 2022
2. The audit reports of the Accounting Auditor and the Audit & Supervisory Board on theConsolidated Financial Statements<Matters for Resolution>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member24. Instructions for Exercising Voting Rights through the Internet or by Mail
(1) Through the Internet, etc.:
Please access the Internet voting website (https://evote.tr.mufg.jp/) (in Japanese), enter the“Login ID” and “Temporary password” described in the enclosed Form of Exercising the
Voting Right and indicate your approval or disapproval of the proposals according to
instructions displayed on the website.
You are also able to indicate your approval or disapproval of the proposals by scanning the
QR code shown on the right side of the Form of Exercising the Voting Right delivered withthis convocation notice.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
Deadline

Please exercise your voting right by 5:15 p.m. on Thursday,June 22, 2023 (Japan Time)(2) By mail:Please indicate your approval or disapproval of the proposals on the Form of Exercising the
Voting Right delivered with this convocation notice, and return the Form to us by mail without
stamps as soon as possible so that it may arrive by the deadline.
Deadline

The Form must arrive by 5:15 p.m. on Thursday, June 22, 2023
(Japan Time)* In case of duplication of voting right exercise through the Internet, etc. and by mail, the vote
exercised through the Internet, etc. will only be accepted as valid.
* If your voting right is exercised more than once through the Internet, etc., the last vote will
only be accepted as valid.
* Institutional investors may exercise their voting rights using the Voting Rights Electronic
Exercise Platform for institutional investors operated by ICJ, Inc.
* When voting rights are exercised in writing (by mail), if there is no indication of approval ordisapproval on the Form of Exercising the Voting Right, it will be considered as an indicationof approval.

5. Matters Concerning Paper-Based Documents Delivered to Shareholders Who
Have Made a Request for Delivery of Such Documents
Paper-based documents stating matters regarding measures for electronic provision are sent toshareholders who have requested the delivery of paper-based documents, however those
documents do not include the following matters in accordance with the provisions of laws andregulations and Article 16, paragraph (2) of the Company’s Articles of Incorporation.
(i) “Systems for ensuring properness of business activities and summary of the outline of theoperation of the system” in the Business Reports section(ii) “Consolidated statement of changes in net assets” in the Consolidated Financial
Statements section(iii) “Notes to consolidated financial statements” in the Consolidated Financial Statements
section(iv) “Statement of changes in net assets” in the Non-consolidated Financial Statements section(v) “Notes to non-consolidated financial statements” in the Non-consolidated Financial
Statements section

6. Supplementary Disclosure of Matters Regarding Measures for Electronic
Provision
Matters regarding measures for electronic provision are posted on the website of the Tokyo
Stock Exchange (TSE) in addition to the websites on the page 1. On the TSE website below,
3please input the name of the stock (Sekisui Kasei) or the securities code (4228) and click“Search.” Then select “Basic Information” and navigate to the “Documents for Public
Inspection/PR Information” tab.
TSE website (listed company search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

7. Notification Method for Revisions of Matters Stated in the Reference
Documents for the General Meeting of Shareholders, etc.
If it becomes necessary to amend the matters regarding measures for electronic provision, thematters before and after the amendment will be posted on all of the websites that take the abovemeasures for electronic provision.
8. Notification Method for Changes in the Way the General Meeting of
Shareholders is Convened
Depending on the circumstances going forward, we will give a notice on the Company’s
website if there are any changes in the way the meeting is convened.
(https://www.sekisui.co.jp/) (in Japanese)

For shareholders attending the meeting, please submit the Form of Exercising
the Voting Right delivered with this convocation notice to us at the reception
desk.
Implementation of the Electronic Provisioning System for General Meeting of
Shareholders Materials:
Due to the enforcement of the Electronic Provisioning System owing torevisions to the Companies Act, materials for the General Meeting of
Shareholders (reference materials, business reports, consolidated and nonconsolidated financial statements, and audit reports), which were previously
sent in paper form, are now posted on all of the websites that take the abovemeasures for electronic provision.
Since this is the first General Meeting of Shareholders for which this system isbeing implemented, we have decided to send the documents thatshareholders request (the same documents as before) to all shareholders. By
all means, please also refer to these materials.

4

Reference Documents for the Annual General Meeting of
Shareholders
Details of Proposals
Proposal 1:
Appropriation of Surplus
The Board of Directors proposes that the appropriation of surplus be resolved as follows:
The year-end dividend
Sekisui Kasei Co., Ltd. (the Company) regards profit distribution to shareholders as animportant managerial issue. Our basic policy on profit distribution is to carry out stable dividend
payment that is in line with the trend of consolidated operating results while ensuring thatsufficient retained earnings are allocated to strengthen the operating structure and futurebusiness development. For the dividend policy, the Company’s target for the consolidated
dividend payout ratio is 30-40%.
After careful examination based on the aforementioned basic policy on profit distribution, etc.
and dividend policy, the Company had decided to pay year-end dividends for the fiscal year
under review of 9 yen per share.
(1) Type of dividend property:
Cash(2) Allocation of the dividend property and the total amount thereof:
The proposed dividend amount: 9 yen per common share
The total dividend amount: 407,463,156 yen
Following the interim dividend of 3 yen per share paid on December 2, 2022, the annual
dividend for this term will amount to 12 yen per share, which is the same amount as the previous
term.
(3) Effective date of distributing dividends from surplus:
June 26, 2023

5

Proposal 2:
Election of Eight (8) Directors
The term of office of all 8 Directors (including 3 Outside Directors) expires at the conclusionof this Annual General Meeting of Shareholders. Accordingly, it is proposed that 8 Directors,
including 3 Outside Directors, be elected.
All candidates for Directors are determined by the Board of Directors based on consultationsof the “Nominating and Compensation Advisory Committee” with a majority of the Company’s
Independent Outside Officers.
The candidates for Director are as follows:
Candidates for Director
Candidate #

Name

1

Masato Kashiwabara

2

Katsumi Sasaki

3

Tetsuharu Hirota

45Current Position and Duties at the Company

Representative Director
President and Chief Executive
Officer
Director
Senior Managing Executive
Officer

Male

Reelecti
onMale

Reelecti
onDirector
Managing Executive Officer

Male

Reelecti
on

Hideyuki Asada

Director
Managing Executive Officer

Male

Reelection

Yasunobu
Furubayashi

Director
Managing Executive Officer

Male

Reelecti
onMale

ReelectionFemaleReelecti
on

Male

New
election

6

Morio Kubota

Outside Director

7

Michiko Uehara

Outside Director

8

Ichiro Wakabayashi

6

Candidate for
Independent
OutsideDirector
Candidate for
Independent
OutsideDirector
Candidate for
Independent
OutsideDirector

Candidate#

Name(Date of Birth)

April
June
June
(Male) (Reelection) June

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

1983:
2008:
2011:
2013:

Number of sharesof the Company
held

Joined the Company
Director
Managing Director
Vice President and Representative
MasatoDirector, Vice-chief Executive
Kashiwabara
Officer
63 years old June
2014: Representative Director, President(June 29, 1959)
247,392
1
and Chief Executive Officer(current position)(Attendance rate)(Significant Concurrent Positions
100% at meetings ofoutside the Company)
the Board of
Directors
Chairman of Japan Polystyrene
Foamed Sheet Industry Association
Chairman of Japan Expanded
Polystyrene Association
Reason for nomination as candidate for Director
Mr. Masato Kashiwabara has been properly supervising management as the President andRepresentative Director. At meetings of the Board of Directors, he provides sufficient andappropriate explanations about important issues in management, thus improving the decision-making
functions of the Board of Directors. In addition, as Chief Executive Officer, he takes command ofmanagement and strives to improve sustainable corporate value. Because of the above, the Company
judges him to be an appropriate person as a leader for realization of its long-term vision, and requests
his continuous election as Director.
Number of years in office since first appointment as Director
Mr. Masato Kashiwabara is currently a Director of the Company. His term of office as Director will
have been 15 years at the conclusion of this Annual General Meeting of Shareholders.

7Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
June
June

Number of sharesof the Company
held

1983: Joined the Company
2012: Director
2013: Resigned from post of Director
Executive Officer
General Manager of Planning
Department, The 2nd Business
Headquarters
General Manager of Planning
Department, The 3rd Business(Male) (Reelection)
Headquarters
Katsumi Sasaki
2014: General Manager of Planning
63 years old April
Department, The 2nd Business
(May
5,
1960)
122,843
2
Headquarters(Attendance rate) February
2017: Head of Corporate Planning Center,
100% at meetings ofStrategic Management Headquarters
the Board of Directors
June
2017: Managing Executive Officer
June
2018: Director, Managing Executive Officer
Head of Corporate Strategic
Headquarters
June
2021: Senior Managing Executive Officer
April
2023: Head of Corporate Strategic
Headquarters, Supervising
Administration Headquarters(current position)
Reason for nomination as candidate for Director
Mr. Katsumi Sasaki currently plays a role in management as Head of Corporate Strategic
Headquarters, which is the core of the corporate planning division. Before then, he was engaged in thecorporate planning divisions, and served as president of significant subsidiaries, and as General
Manager of the Planning Department of the Business Headquarters, and he therefore has wide-ranging
experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
Number of years in office since first appointment as Director
Mr. Katsumi Sasaki is currently a Director of the Company. His term of office as Director will havebeen 5 years at the conclusion of this Annual General Meeting of Shareholders.

8Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)of the Company
held

April
June
June

3

1984: Joined the Company
2011: Director
2013: Resigned from post of Director
Executive Officer
September 2013: Deputy Head of The 2nd Business
Headquarters
General Manager of Global Division
Chief of Global Business Planning
Department
Deputy Head of The 3rd Business
Headquarters
April
2014: Deputy Head of The 2nd Business
Headquarters
General Manager of Automotive
Components & Shipping Systems(Male) (Reelection)
Business Division
Tetsuharu
March
2015: Deputy Head of The 2nd Business
Hirota64 years old
Headquarters(January 24, June
2015: Managing Executive Officer
1959)
May
2016: Head of The 2nd Business
Headquarters(Attendance rate)
June
2016:
Director, Managing Executive Officer
100% at meetings of

Number of shares

141,128

the Board of Directors

April

2019: Head of The 2nd Business
Headquarters,
Supervising Information System
Department
May
2022: Head of The 2nd Business
Headquarters
In charge of PX Development
Department andInformation System Department
January2023: In charge of PX Development
Department and Information System
Department,
Supervising The 2nd Business
Headquarters(current position)
Reason for nomination as candidate for Director
Mr. Tetsuharu Hirota currently plays a role in management, in charge of the Information System
Department and the PX Development Department which is responsible for the transformation andpromotion of the European mobility business centered on Proseat Europe GmbH, and he therefore has
wide-ranging experience and abundant knowledge. Before then, he was engaged in business divisions
and served as General Manager of business divisions and Head of Business Headquarters, and hetherefore has wide-ranging experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
Number of years in office since first appointment as Director
Mr. Tetsuharu Hirota is currently a Director of the Company. His term of office as Director will havebeen 7 years at the conclusion of this Annual General Meeting of Shareholders.

9Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
March
June
April
(Male) (Reelection)

Hideyuki Asada

456 years old April(March 17, 1967)

1989: Joined the Company
2016: Head of Global Technical Center,
The 2nd Business Headquarters
2016: Executive Officer
2019: Head of Research & Development
Center
General Manager of Development
Department
2020: Head of Research & Development

CenterNumber of sharesof the Company
held65,497

General Manager of Basic ResearchLaboratory(Attendance rate)
100% at meetings ofthe Board of Directors

June
April

2020: Director, Managing Executive Officer
2022: Head of Research & Development
Center
General Manager of GX
Development Department(current position)
Reason for nomination as candidate for Director
Mr. Hideyuki Asada currently plays a role in management as Head of the Research & Development
Center and General Manager of GX Development Department, placing him in control of operations
concerning the development of new products, research, intellectual property, and environmental
contribution. Before then, he headed up technical divisions of business divisions, and he therefore has
wide-ranging experience and abundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
Number of years in office since first appointment as Director
Mr. Hideyuki Asada is currently a Director of the Company. His term of office as Director will havebeen 3 years at the conclusion of this Annual General Meeting of Shareholders.

10Candidate#

Name(Date of Birth)

Brief History and Position and Duties at the Company(Significant Concurrent Positions outside the Company)

April
February(Male) (Reelection)

Yasunobu
June
Furubayashi

Number of sharesof the Company
held

1992: Joined the Company
2017: President and Representative Directorof Sekisui Plastics Chubu Co., Ltd.
(currently Sekisui Kasei Chubu Co.,
Ltd.)

(Resigned from post in November
2018)

2018: Executive Officer
55 years old November 2018: General Manager of Corporate
Planning Department, Corporate
68,0215(June 30, 1967)
Strategic Headquarters(Attendance rate) May
2021: Head of The 1st Business
100% at meetings of
Headquarters,
the Board of Directors
Supervising Business Research
Department
June
2021: Director, Managing Executive Officer
April
2022: Head of The 1st Business
Headquarters(current position)
Reason for nomination as candidate for Director
Mr. Yasunobu Furubayashi currently plays a role in management as Head of The 1st Business
Headquarters, placing him in charge of the Company’s core businesses. Before then, he served as
General Manager of the business divisions, as president of a significant subsidiary, and as General
Manager of Corporate Planning Department, and he therefore has wide-ranging experience andabundant knowledge.
Because of the abundant experience he has cultivated so far, the Company judges him to be an
appropriate person for realizing sustainable improvement of corporate value, and requests his
continuous election as Director.
Number of years in office since first appointment as Director
Mr. Yasunobu Furubayashi is currently a Director of the Company. His term of office as Director will
have been 2 years at the conclusion of this Annual General Meeting of Shareholders.

11Candidate#

Brief History, Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)

Number ofCompany shares
held

April
March

1977: Joined Okura & Co., Ltd.
1996: Director of ORBCOMM Japan
Planning Limited (currently
ORBCOMM Japan Limited)
August1998:
Resigned from Okura & Co., Ltd.
(Candidate for
Independent Outside June
2002: Representative Director,
Director)
Managing Director of ORBCOMM(Male) (Reelection)
Japan Limited
Morio Kubota
October
2007:
Resigned from post of Managing
70 years old
6
Director of ORBCOMM Japan(November 23,
Limited
1952)
September 2017: Resigned from post of Representative
Director of ORBCOMM Japan(Attendance rate)
94% at meetings ofLimitedthe Board of Directors
October
2017: Counselor of ORBCOMM Japan
Limited (Resigned from post in
August 2018)
June
2018: Director of the Company(current position)
Reason for nomination as candidate for Outside Director and outline of expected role

4,801

Mr. Morio Kubota has engaged in corporate management for many years and has abundant
knowledge and experience on global businesses. Expecting that he will provide supervision ofand advice on the Company’s business execution using his insight, the Company requests his
continuous election as Outside Director.
Number of years in office since first appointment as Outside Director
Mr. Morio Kubota is currently an Outside Director of the Company. His term of office as Outside
Director will have been 5 years at the conclusion of this Annual General Meeting of Shareholders.
Other matters concerning the candidate for Outside Director(1) Mr. Morio Kubota has been reported as an Independent Officer to the Tokyo Stock Exchange.
The Company plans that he will continue to be an Independent Officer if his reelection isapproved.
(2) Mr. Morio Kubota served as Representative Director of ORBCOMM Japan Limited up until
2017. There are no business relationships between ORBCOMM Japan Limited and the Company.
He also fulfills the “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company. Based on the above, the Company judges that he has sufficient
independence from the Company.

12

Candidate#

Brief History, Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)April

1976: Assistant Judge at Kobe District

April

1979: Assistant Judge at Kobe District

April

1982: Assistant Judge at Osaka District

Number ofCompany shares
held

Court
Court Amagasaki Branch(Candidate for
Independent Outside
Director)(Female) (Reelection)

Michiko
Uehara

7

April
March
May

1986:
1989:
1989:

March

1992:

73 years old June
(December 24,
1949)
February(Attendance rate since
she became Director
on June 23, 2022)
100% at meetings of June
the Board of Directors

2016:

2017:

2022:

Court
Judge at Fukuoka District Court
Resigned from post
Registered as Attorney at Law
Joined The Miyake Joint
Partnership Law Office (currently
Miyake & Partners)
Established The Uehara Joint
Partnership Law OfficeOutside Audit & Supervisory Board
Member, Sumitomo ElectricIndustries, Ltd.
Outside Audit & Supervisory Board
Member, The Japan Wool Textile
Co., Ltd.
Director of the Company(current position)(Significant concurrent positions
outside the Company)
Attorney at Law (The Uehara Joint
Partnership Law Office)Outside Audit & Supervisory
Board Member, Sumitomo
Electric Industries, Ltd.
Outside Audit & Supervisory
Board Member, The Japan Wool
Textile Co., Ltd.

0

Reason for nomination as candidate for Outside Director and outline of expected role

Ms. Michiko Uehara has engaged in legal practices for many years and has abundant knowledge
and experience on legal affairs, governance, and personnel labor management. Expecting that she
will provide supervision of and advice on the Company’s business execution using her insight, theCompany requests her continuous election as Outside Director.
Although she has no experience in corporate management other than by serving as an outside
officer, for the above reasons, the Company believes she will properly execute her duties as
Outside Director.
Number of years in office since first appointment as Outside Director

Ms. Michiko Uehara is currently an Outside Director of the Company. Her term of office as
Outside Director will have been 1 year at the conclusion of this Annual General Meeting of
Shareholders.
Other matters concerning the candidate for Outside Director(1) Ms. Michiko Uehara has been reported as an Independent Officer to the Tokyo Stock Exchange.
The Company plans that she will continue to be an Independent Officer if her reelection isapproved.
(2) The Company had concluded a legal advisory agreement with Ms. Michiko Uehara until February
2022. Moreover, the Company has concluded a legal advisory agreement with attorneys at law
other than Ms. Michiko Uehara of The Uehara Joint Partnership Law Office. The compensation
amount for each of the agreements is not more than 10 million yen per year, so she fulfills the“Criteria for Election and Independence of Outside Board Members” prescribed by the Company.
Based on the above, the Company judges that she has sufficient independence from the Company.

13

Candidate#

Brief History, Position and Duties at the Company(Significant Concurrent Positions outside the Company)

Name(Date of Birth)

April
April

1981: Joined NAGASE & CO., LTD.
2010: Executive Officer of NAGASE &June

2015: Director, Executive Officer of

Number ofCompany shares
heldCO., LTD.
(Candidate for
Independent Outside April
Director)(Male) (New election)

8

April
IchiroWakabayashi
65 years old(October 25,
1957)

June

NAGASE & CO., LTD.
2016: Director, Managing Executive
Officer of NAGASE & CO., LTD.
2019: Representative Director, Managing
Executive Officer of NAGASE &CO., LTD.
2021: Resigned from post ofRepresentative Director, Managing
Executive Officer of NAGASE &CO., LTD.
Advisor at NAGASE & CO., LTD.
(Resigned from post in June 2022)(current position)0

Reason for nomination as candidate for Outside Director and outline of expected role

Mr. Ichiro Wakabayashi has engaged in corporate management for many years and has abundant
knowledge and experience on global businesses. Expecting that he will provide supervision ofand advice on the Company’s business execution using his insight, the Company requests hiselection as Outside Director.
Other matters concerning the candidate for Outside Director(1) With the condition that this proposal be approved, Mr. Ichiro Wakabayashi has been reported asan Independent Officer to the Tokyo Stock Exchange.
(2) Although there is a business relationship between our Company and NAGASE & CO., LTD.,
where Mr. Ichiro Wakabayashi was appointed as Representative Director until 2021, sales from
our Company to NAGASE & CO., LTD. were less than 0.4% of our consolidated sales in fiscal
year 2022. And since sales from NAGASE & CO., LTD. to our Company are less than 0.01% of
their consolidated net sales, Mr. Ichiro Wakabayashi fulfills the “Criteria for Election andIndependence of Outside Board Members” prescribed by the Company. Based on the above, theCompany judges that he has sufficient independence from the Company.

14

Notes

1. There are no special interests existing between each of the candidates and the Company.
2.

In accordance with the Company’s Articles of Incorporation, the Company concluded a limited liability agreementwith Mr. Morio Kubota and Ms. Michiko Uehara to limit the liability for damages provided in Article 423, paragraph(1) of the Companies Act. If their reelection is approved, the Company plans to continue the limited liability agreementwith them. Moreover, if the election of Mr. Ichiro Wakabayashi is approved, the Company plans to enter into theagreement limiting liability with him.
The following is an outline of the content of the limited liability agreement.
A Director (excluding Executive Director, etc.), with the agreement limiting liability made, shall be liable fordamages up to the minimum liability amount as defined in Article 425, paragraph (1) of the Companies Act,
provided that his/her duties are performed in good faith and without gross negligence.

3.

The Company has concluded with an insurance company a liability insurance agreement for officers, etc. as definedin Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages and judicial costs to beshouldered by the insured against damages claims arising from the exercise of duties by the insured.
The candidates for reelection are covered by the insurance agreement and continue to be insured after their reelection.
If the new candidate is elected and assumes the post of Director, he will be covered by the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.

(Reference)
Please refer to “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company, which is posted on the website of the Company.
(https://www.sekisuikasei.com/jp/assets/images/company/pdf/policy.pdf) (in Japanese)

15

(Reference) Knowledge, experience, and ability held by Directors (Planned for as at the conclusionof this Annual General Meeting of Shareholders)

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

○

○

○

Insight into Other Industries

IchiroWakabayashi○

EnergyEnvironment

Michiko
Uehara○Development, Production,
Quality

Morio Kubota○

MarketingSales

Yasunobu
Furubayashi○

Overseas Business
Internationality

Hideyuki
Asada

Human Resource
Development
Personnel Labor

Tetsuharu
HirotaGovernance
Legal Affairs

KatsumiSasaki

Representative
Director
President and
Chief
Executive
Officer
Director
SeniorManaging
Executive
Officer
Director
Managing
Executive
Officer
Director
Managing
Executive
Officer
Director
Managing
Executive
OfficerIndependent
OutsideDirector
Independent
OutsideDirector
Independent
OutsideDirector

Financial Accounting

MasatoKashiwabara

Position andDuties at theCompany

Management Strategy
Corporate Management

Name

○

○

○

○

○

○

○

○

○

○

○

The “○” above does not indicate all insights held by each Director.

16

Proposal 3:
Election of One (1) Audit & Supervisory Board Member
At the conclusion of this Annual General Meeting of Shareholders, Audit & Supervisory Board
Member Toshitaka Fukunaga will resign from post. Therefore, the Company requests theelection of one Audit & Supervisory Board Member as a substitute.
As provided for in the Company’s Articles of Incorporation, if the candidate for Audit &Supervisory Board Member is elected, his term of office will be until the expiration date of his
predecessor’s term of office.
The consent of the Audit & Supervisory Board has been obtained in advance for this proposal.
The candidate for the Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Brief History and Position at the Company(Significant Concurrent Positions outside the Company)

September

Number of sharesof the Company held

Joined Tohmatsu Awoki & Co. (nowDeloitte Touche Tohmatsu LLC)
July
1987:
Registered as certified public accountant(Candidate forand certified tax accountant
Independent Outside
Retired from Deloitte Touche Tohmatsu
Audit & Supervisory
LLC
Board Member)(Male) (New election)
Established Nawa Certified Public
0
Accountant Office and appointed asMichinori
Director
Nawa(current position)
64 years old(April 10, 1959)(Significant concurrent positions outside
the Company)
Director of Nawa Certified Public
Accountant Office
Reason for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Michinori Nawa, as a certified public accountant, has expertise in accounting and a wealth ofauditing experience. In order to utilize this knowledge in Company audits, the Company requests hiselection as Outside Audit & Supervisory Board Member.
Other matters concerning the candidate for Outside Audit & Supervisory Board Member(1) With the condition that this proposal be approved, Mr. Michinori Nawa has been reported as an
Independent Officer to the Tokyo Stock Exchange.
(2) There are no business relationships such as an advisory agreement between Nawa Certified
Public Accountant Office, to which Mr. Michinori Nawa belongs as Director, and the Company.
He also fulfills the “Criteria for Election and Independence of Outside Board Members”
prescribed by the Company. Based on the above, the Company judges that he has sufficient
independence from the Company.
Notes

1983:

1. There are no special interests existing between the candidate and the Company.
2. In accordance with the Company’s Articles of Incorporation, if the election of the candidate is approved,
the Company plans to enter into a limited liability agreement with the candidate, limiting the candidate’s
liability for damages provided in Article 423, paragraph (1) of the Companies Act.
The following is an outline of the content of the limited liability agreement.
An Audit & Supervisory Board Member, with the agreement limiting liability made, shall be liablefor damages up to the minimum amount of liability as defined in Article 425, paragraph (1) of theCompanies Act, provided that his/her duties are performed in good faith and without grossnegligence.
3. The Company has concluded with an insurance company a liability insurance agreement for officers, etc.
as defined in Article 430-3, paragraph (1) of the Companies Act, with the aim of making up for damages
and judicial costs to be shouldered by the insured against damages claims arising from the exercise ofduties by the insured.
If the candidate is elected and assumes the post of Audit & Supervisory Board Member, he will be coveredby the insurance agreement.
At the time of renewal, the agreement is planned to be renewed with the same content.
4. If this proposal is approved, the Audit & Supervisory Board is scheduled to be comprised of the following.

17

Name
(Date of Birth)

Position at the Company

Term of office(at the conclusion ofthis Annual General
Meeting of
Shareholders)

Kojiro Takekoshi(December 16, 1959)

Full-time Audit &Supervisory Board
Member

3 years

Osamu Matsumoto(May 29, 1960)

Full-time Audit &Supervisory Board
Member

2 years

Mamoru Akashi(October 9, 1964)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member

1 yearKeizo Kosaka(December 11, 1945)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member

11 yearsMichinori Nawa
(April 10, 1959)

Outside Audit &Supervisory Board
MemberIndependent Outside
Audit & Supervisory
Board Member(New election)18