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, 2021

To Our Shareholders:
1-1-7, Higashi-Nihonbashi, Chuo-ku, Tokyo

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

Notice of the 106th Ordinary General Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 106th Ordinary General Meetingof Shareholders will be held as described below.
Instead of attending the meeting on the date, you may exercise your voting rights by any of themethods listed below. We kindly request that you read the following Reference Document for
the Ordinary General Meeting of Shareholders and exercise your rights.
䠷Voting by mail (in writing)䠹
Indicate “Yes (for)” or “No (against)” for each agenda item on the voting form enclosed herewith
and return it no later than 5:20 p.m., Thursday, June 24, 2021.
䠷Voting via the Internet䠹
Go to the voting website designated by the Company (https://soukai.mizuho-tb.co.jp/) and enter “Yes(for)” or “No (against)” for each agenda item by following on-screen instructions, no later than 5:20
p.m., Thursday, June 24, 2021.
To exercise your rights via the Internet, please review P.5 “How to Exercise Voting Rights by Internet
or Other Means.”
Sincerely yours,-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.

1.

Date:

10:00 a.m., June 25 (Friday), 2021

2.

Venue:

2nd Floor, The Green Hall, SUNRISE Bldg.
11-12, Nihonbashi-Tomizawacho, Chuo-ku, Tokyo

3.

Purposes:
1.

Items to be reported:2.

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

Appropriation of Retained Earnings
Election of Eight (8) Directors
Election of One (1) Audit & Supervisory Board Member
Election of One (1) Substitute Audit & Supervisory Board
MemberAgenda No. 4:
4.

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Audit & Supervisory Boardfor the 106th business period (April 1, 2020 to March 31,
2021)
The non-consolidated financial statements for the 106th
business period (April 1, 2020 to March 31, 2021)

How to exercise voting rights:(1) If a voting right is exercised both by mail (in writing) and via the Internet, only the vote
exercised via the Internet shall be considered valid.
(2) If a voting right is exercised a number of times on the Internet, the final vote shall beconsidered valid.

5.

Disclosure by the Internet:
Of the documents to be provided with this notice, the following matters are not provided in
the documents with this notice because they have been posted on the Company’s website(https://www.iwasaki.co.jp/), pursuant to the provisions of applicable laws and regulations andArticle 14 of the Articles of Incorporation.
(1) “System to ensure the proper execution of business and operations” in the business report(2) “Basic policy on controlling the company” in the business report(3) “Notes to consolidated financial statements” in the consolidated financial statements(4) “Notes to non-consolidated financial statements” in the non-consolidated financial
statements(1) and (2) are included in the business report, which was audited by the Audit & Supervisory
Board Members for preparing the Audit Report.
(3) and (4) are included in the consolidated financial statements and non-consolidated financial
statements, which were audited by the Accounting Auditor and the Audit & Supervisory Board
Members for preparing the Audit Report.





-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.

‫۔‬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 the Ordinary 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:
https://www.iwasaki.co.jp/).

‫۔‬

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

‫۔‬

Please understand that the Company decided to abolish the practice of presenting a gift toattendants of the Ordinary General Meeting of Shareholders.

‫۔‬

When you attend the meeting on the day, from the viewpoint of preventing the spread of thedisease (COVID-19) caused by the new coronavirus, please bring and wear a mask. We willconduct a body temperature check at the entrance area, and may refuse entry to the venue topersons in ill health.

‫۔‬On the day at the venue, the staff of the Ordinary General Meeting of Shareholders will
undergo a health checkup including a body temperature check, and wear a mask to performtheir duties.

-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.

How to Exercise Voting Rights
The right to vote at a general meeting of shareholders is an important right of all shareholders.
Please review the following Reference Document for the Ordinary General Meeting of Shareholders
and exercise your rights.
There are three ways to exercise your voting rights.
1) If you attend the Ordinary General Meeting of Shareholders in person:
Hand in the enclosed voting form at the reception desk.
Date: 10:00 a.m., June 25 (Friday), 2021 (Reception start : 9:00 a.m.)2) Voting by mail (in writing)
Indicate “Yes (for)” or “No (against)” for each agenda item on the voting form enclosed herewith
and return it.
Deadline: Your Vote must be Arrived at the Company No later than 5:20 p.m., June 24(Thursday), 2021
3) Voting via the Internet
Follow the instructions on the next page and enter “Yes (for)” or “No (against)” for each agenda
item.
Deadline: No later than 5:20 p.m., June 24 (Thursday), 2021

How to Complete Voting Form
Please circle either “Yes” or “No” on each Agenda item.
Agenda item No.2
◦ If you agree to the election of all candidates:
Circle “Yes”◦ If you do not agree to the election of all candidates:
Circle “No”
◦ If you do not agree to the election of certain candidate(s): Circle “Yes” and enter the number(s) of
the candidate(s) you are against.
Agenda items No. 1, 3, and 4◦ If you agree to the agenda item:◦ If you do not agree to the agenda item:

Circle “Yes”
Circle “No”

If you exercise your voting rights both by mail (in writing) and via the Internet, etc., we will consider
only the vote exercised via the Internet, etc. to be valid. Besides, if you vote a number of times overthe Internet, etc., we will consider the final vote to be the valid one.

-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.

Instructions for the Exercise of Voting Rights via the Internet, etc.
Scanning QR code
“Smart voting”

Entering voting code and password

You can log in to the website for the exercise
of voting rights without having to enter yourvoting code and password.

Voting website URL:
https://soukai.mizuho-tb.co.jp/

1. Please scan the QR code located at thebottom right of the voting form.
* “QR code” is a registered trademark of
DENSO WAVE INCORPORATED.

1. Please access the website for the exercise
of voting rights

2. Please follow the on-screen instructions toenter “for” or “against.”

2. Please enter your voting code provided on
the voting form.

Click “Next”

Enter “Voting Code”

Note that exercising voting rights by “Smartvoting” is possible only at One time.
If you wish to change the contents of yourvote after exercising your voting rights,
please access the PC version of the website,
enter your “voting code” and your“password” described in the voting form, log
in, and exercise your voting rights again.
* If you rescan the QR code, you can accessthe website for exercising voting rights fora personal computer.

If you have any questions about exercising
your voting rights via the Internet, with aPC, smartphone, mobile phone, etc., pleasecontact:

Click “Next”
3. Please enter your password provided on
the voting form.
Enter “Password”
Set a new password for you
Click “Register”
4. Please follow on-screen instructions toenter “for” or “against.”

Mizuho Trust & Banking
Transfer Agent Dept.
Internet Customer Support
0120-768-524(Business hours: 9:00 – 21:00 weekdays)-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.

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 the businessconditions 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

306,489,600 yen

Effective date on which dividends are disbursed from retained earnings
June 28, 2021

-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.

Agenda No. 2: Election of Eight (8) Directors
The terms of all seven (7) Directors will expire at the close of this Ordinary General Meetingof Shareholders. Accordingly, we request the election of eight (8) Directors, including one(1) new additional Outside Director, for the purpose of strengthening the management system.
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

Makoto Inamori

4

Sumio Uehara

5

Seiji Aoyama

Director, Senior Executive Officer,
President and Chief Executive Officer
of EYE Lighting System Corporation
Director, Senior Executive Officer,
General Manager of Applied Optics
and Environment Business Unit
Director, Senior Executive Officer,
General Manager of Lighting
Business Unit

6

Kenji Oya

Outside Director

7

Tsuneo Tanai

Outside Director

8

Junko Sunaga(Reappointment)(Reappointment)(Reappointment)(Reappointment)(Outside)(Independent)(Reappointment)(Outside)(Independent)(New appointment)(Outside)(Independent)(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-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
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
April 2013 Executive Officer and General Manager ofApplied Optics Business Division
Yoshitake Ito(May 11, 1958) April 2015 Senior Executive Officer and General
Manager of Applied Optics Business
Reappointment
Division[Attendance at the Boardof Directors meetings
11,400 shares
June 2015
Director, Senior Executive Officer, andduring the fiscal year
General Manager of Applied Optics
under review]
Business Division
12 timesout of 12 meetings
April 2016 President and Chief Executive Officer(100.0%)April 2019 President and Chief Executive Officer andGeneral Manager of Lighting Business
Unit
July 2020
President and Chief Executive Officer(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 the sales division,
the management divisions including the corporate
planning division and the applied optics business division.
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 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
June 2013
Director and General Manager of
Administration Division
April 2017 Director, Senior Executive Officer incharge of Corporate Management
Division, Information System Division,and Finance & Accounting Division
April 2018 Director, Senior Executive Officer,
General Manager of Lighting Solutions
Business Unit and in charge of Finance &Masanori Kato
Accounting
Division(October 19,
April 2019 Director, Senior Executive Officer, in
1959)
charge of Intellectual Property & Legal
Reappointment
Division, Customer Support Center, and[Attendance at the Board
5,100 sharesof Directors meetings
Finance & Accounting Division
during the fiscal year
April 2021 Director, Senior Executive Officer, inunder review]
charge of Intellectual Property & Legal
12 timesout of 12 meetings
Division, Customer Support Center, Public(100.0%)Relations Department, General Affairs
Division and Investor Relations (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 operations ofbusiness organizations, where he is responsible fordevelopment, manufacturing and sales. Also, he served as
the person in charge of finance division. He has been
appropriately performing his functions and duties as an
officer in charge of the intellectual property & legal, theCS, investor relations and the general affairs divisions.
We have judged that, by utilizing his abundant experienceand knowledge, he would be capable of continuing to
make contributions to management of the Company.

-9-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

3

Joined the Company

October 2008 General Manager of Technical Service
Division
June 2012
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
June 2018
Director, Senior Executive Officer incharge of Intellectual Property & Legal
Division, Quality Assurance Division,
Makoto Inamori
Evaluation Test Center, Research &Development Division, and Technical(November 21,
Service Division
1958)
Reappointment April 2019 Director, Senior Executive Officer,
General Manager of Saitama Plant, in[Attendance at the Board
2,300 sharesof Directors meetings
charge of Quality Assurance Division,
during the fiscal year
Evaluation Test Center, and Production
under review]
Engineering Division
12 timesout of 12 meetings
April 2021 Director, Senior Executive Officer,(100.0%)General Manager of Saitama Plant, incharge of Evaluation Test Center, andProduction Engineering Division
May 2021
Director, Senior Executive Officer,
President and Chief Executive Officer of
EYE Lighting System Corporation(current position)[Reason for selecting him as a candidate for Director]
He has extensive business experience accumulated
through many years of service in the technical service
division and as General Manager of the manufacturing
plant before assuming his post as the president of the
manufacturing subsidiary; he is well versed in business.
We have judged that, by utilizing such experience andknowledge, he would be capable of contributing tomanagement of the Company.

- 10 -

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
April 2010
April 2012

Joined the Company
General Manager of Motion Picture Light
Source Division, Light Source Department
General Manager of Production
Engineering Division
General Manager of Motion Picture Light
Source Division, Applied Optics Business
Division

April 2014

4

Executive Officer and Deputy General
Manager of Applied Optics Business
Division
April 2016 Executive Officer and General Manager ofApplied Optics and Environment Business
Unit
Sumio Uehara April 2017 Senior Executive Officer,
General Manager of Saitama Plant, and(May 15, 1960)
General Manager of Applied Optics andReappointment
Environment Business Unit
[Attendance at the Board
1,100 shares
Senior Executive Officer and Generalof Directors meetings April 2019
during the fiscal year
Manager of Applied Optics andunder review]Environment Business Unit
12 timesout of 12 meetings
June 2019
Director, Senior Executive Officer and(100.0%)General Manager of Applied Optics andEnvironment Business Unit
May 2021
Director, Senior Executive Officer,
General Manager of Saitama Plant,
General Manager of Applied Optics, andEnvironment Business Unit, andin charge of Production Engineering
Division (current position)[Reason for selecting him as a candidate for Director]
He is well versed in business, with extensive businessexperience, including many years of service in the applied
optics division and production engineering division and as
General Manager of the manufacturing plant. We havejudged that, by utilizing such experience and knowledge,
he would be capable of contributing to management of theCompany.

- 11 -

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 1991
April 2012

5

Joined the Company
Manager of Fukuoka Sales Office, Sales &Marketing Business Unit
April 2018 Executive Officer, Business Unit Deputy
General Manager of Domestic Business
Unit and General Manager of Domestic
Business Promotion Division
April 2019 Executive Officer, Business Unit Deputy
General Manager of Lighting Business
Unit and General Manager of Lighting
Business Promotion Division
Senior Executive Officer, Business Unit
Seiji Aoyama April 2020
Deputy General Manager of Lighting(July 16, 1968)
Business Unit and General Manager ofReappointment
Lighting Business Promotion Division,[Attendance at the Board
Director, Senior Executive Officer,
June
2020
1,000 sharesof Directors meetings
Business Unit Deputy General Manager ofduring the fiscal year
under review]
Lighting Business Unit and General
10 times
Manager of Lighting Business Promotion
out of 10 meetings
Division(100.0%)July 2020
Director, Senior Executive Officer,
Business Unit General Manager ofLighting Business Unit and General
Manager of Lighting Business Promotion
Division (current position)[Reason for selecting him as a candidate for Director]
He has obtained abundant business experience throughmany years of engagement in the sales division and is wellversed in business as the person in charge of lighting
business. We have judged that, by utilizing such
experience and knowledge, he would be capable ofcontributing to management of the Company.

- 12 -

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

6

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 DENSOCORPORATION
Kenji Oya
June 2007
Senior Executive Director of DENSO(November 4,
CORPORATION
1949)
June 2009
Executive Vice President of DENSO
Reappointment
CORPORATION
OutsideJune 2010
President and CEO of ASMO CO., LTD
1,000 shares
Independent June 2014
Advisor to ASMO CO., LTD[Attendance at the Board
Retired from Advisor to ASMO CO., LTD
of Directors meetings June 2016
during the fiscal year
June 2018
Director of the Company (current position)
under review]
12 times[Reason for selecting him as a candidate for Outside
out of 12 meetings
Director and expected roles](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 byreflecting his experience as a manager and wide-range ofknowledge in management of the Company from theposition of an Outside Director, while strengthening
corporate governance from his position which is
independent of the Company. We expect that he willcontinue to fulfill these roles as Outside Director.

- 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.

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

7

Joined Honda Motor Co., Ltd.
Managing Director of Honda R&D Co.,Ltd.
April 2006 Vice President and Director of Honda ofAmerica Mfg., Inc.
June 2006
Operating Officer of Honda Motor Co.,Ltd.
April 2008 President and Director of Honda ofAmerica Mfg., Inc.
Tsuneo Tanai(January 24, April 2009 Chief Officer, Automobile Operations of
Honda Motor Co., Ltd.
1957)
Director of Honda Motor Co., Ltd.
Reappointment June 2009
June 2011
President and CEO, Keihin Corporation
OutsideResigned as President and CEO, Keihin
Independent June 2016
Corporation[Attendance at the Boardof Directors meetings
June 2016
Company friend, Honda Motor Co., Ltd.
during the fiscal year
under review]
June 2019
Director of the Company (current position)
12 times[Reason for selecting him as a candidate for Outside
out of 12 meetings
Director and expected roles](100.0%)He has experience in serving as Director of Honda MotorCo., Ltd. We have judged that he would be capable ofcontributing to management of the Company by reflecting
his experience and abundant knowledge in business andmanagement strategies etc. in management of theCompany from the position of an Outside Director, while
he is expected to provide advice on general managementfrom his position which is independent of the Company.
We expect that he will continue to fulfill these roles as
Outside Director.

- 14 -

600 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.

8

Name
(Date of birth)

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

April 1983 Joined NEC Corporation
January 1993 Loaned/seconded to NEC Electronics(USA)
April 1997 Joined QUALCOMM Japan Inc.(current
QUALCOMM Japan G.K.)
April 1998 Senior Manager of Product Marketing of
QUALCOMM Japan
Senior Director of QUALCOMM Japan
November
2008
Vice president of QUALCOMM Japan
June 2016
President of QUALCOMM Japan (current
Junko Sunaga April 2018
position)(September 25,
President of QUALCOMM CDMA
1960)
Technologies, Y.K. (current position)
New appointment (Significant concurrent positions)
OutsidePresident of QUALCOMM Japan G.K.
Independent President of QUALCOMM CDMA Technologies, Y.K.
[Reason for selecting her as a candidate for Outside
Director and expected roles]
Based on her global insights into business management
and relevant industries, which have been developed
through many years of experience in the mobile phone
semiconductor business and from the viewpoint ofpromoting diversity, we can expect her to enhance thefunctions of the Board of Directors of the Company by
exercising supervisory and checking functions over theCompany’s general management; we believe that she willcontribute to the Company’s management.

- 15 -

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 each candidate and the Company.
2.
The candidates for Directors, Mr. Kenji Oya, Mr. Tsuneo Tanai and Ms. Junko Sunaga are candidates for
Outside Directors.
3.
The candidates for Directors, Mr. Kenji Oya and Mr. Tsuneo Tanai, will have served three years and two
years, respectively, as Outside Director, at the close of this Ordinary General Meeting of Shareholders.
4.
The Company has notified Tokyo Stock Exchange, Inc. (TSE) that Mr. Kenji Oya and Mr. Tsuneo Tanai
are independent directors in accordance with its rules. In addition, the candidate for Director, Ms. Junko
Sunaga, meets the requirements for independent directors set by the TSE; we will register her as anindependent director with the TSE.
5.
The Company has concluded an agreement with Mr. Kenji Oya and Mr. Tsuneo Tanai pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany to limit the amount of their liability to 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 the minimum
amount provided for by Article 425, Paragraph 1 of the Companies Act. If the election of Mr. Kenji Oya
and Mr. Tsuneo Tanai is approved, the Company shall continue the said agreement. Subject to approvalof Ms. Junko Sunaga’s election, the Company will also enter into a similar liability limitation agreementwith her.
6.
The candidate for Director Mr. Tsuneo Tanai will assume his post as Outside Director of METAWATER,
Co., Ltd. on June 22, 2021.
7.
The Company has arranged a directors and officers liability insurance contract with an insurance company
to the following effect, which will be renewed in July 2021. The candidates to be reappointed inaccordance with this agenda item have already been insured and will remain covered under the contract
upon approval of their election. The candidates to be newly appointed will be insured upon approval of
their election.
ࠝSummary of the insurance contractࠞ
(1) Percentage of insurance premiums to be borne by the insured
Insurance premiums including those for riders are all paid by the Company, with substantially no
premiums to be borne by the insured.
(2) Insured events covered by the contract
Any loss or damage resulting from a claim against an act of the insured in executing their duties will
be covered. However, certain exemptions are provided such as an act of the insured that is carriedout with knowledge that it is in violation of laws and regulations.
8.
Attendance at Board of Directors meetings for the fiscal year under review is the attendance at those held
during the 106th business period.
Since Mr. Seiji Aoyama was newly elected and appointed at the 105th Ordinary General Meeting of
Shareholders, the number of the Board of Directors meetings after the appointment is listed under theattendance at the Board of Directors meetings for the fiscal year under review.

- 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.

Agenda No. 3: Election of One (1) Audit & Supervisory Board Member
The terms of office of Audit & Supervisory Board Member Mr. Shozo Watanabe will expire
at the close of this Ordinary General Meeting of Shareholders. Accordingly, the Company
requests the election of one (1) Audit & Supervisory Board Member. With regard to this agenda
item, the consent of the Audit & Supervisory Board has been obtained.
The candidate for Audit & Supervisory Board Member is as follows.

Name(Date of birth)

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

Joined Taiyo Kobe Bank, Limited
General Manager, Corporate Sales
Department of Kumamoto of Sumitomo
Mitsui Banking Corporation
GeneralManager, Corporate Sales
April 2007
Department of Koenji of Sumitomo
Mitsui Banking Corporation
General Manager, Corporate Sales
October 2009
Department of Mitadori of Sumitomo
Mitsui Banking Corporation
Executive Officer and General Manager,
April 2012
Credit Dept. l of Sumitomo Mitsui
Banking Corporation
Executive Officer and Deputy Head of
October 2013
Corporate Unit of Sumitomo Mitsui
Banking Corporation
Takashi Inagaki
Executive Officer, Deputy Head of
April
2014
(April 24, 1959)
Wholesale Banking Unit and Deputy
New appointment
Head of Retail Banking Unit ofOutsideSumitomo Mitsui Banking Corporation
President and Representative Director ofJune 2017
SMBC Servicer Co., Ltd.
President and Representative Director ofJune 2020
Yoei Co., Ltd. (current position)(Significant concurrent positions)
President and Representative Director of Yoei Co., Ltd.
[Reason for selecting him as a candidate for Outside Audit& Supervisory Board Member]With a wealth of knowledge and extensive experience frombeing engaged in a financial business and as a management
executive, we believe that his auditing activities from aneutral and objective standpoint as Outside Audit &Supervisory Board Members will contribute to maintaining
and improving the transparency of the Company’s
management and its monitoring and supervisory functions.

Number of theCompany’s
shares owned

April 1984
June 2005

0 shares

Notes:
1.
There are no special conflicts of interests between the candidate for Audit & Supervisory Board Member,
Mr. Takashi Inagaki and the Company.
2.
The candidates for Audit & Supervisory Board Member, Mr. Takashi Inagaki is a candidate for an Outside
Audit & Supervisory Board Member.
3.
The candidate for Audit & Supervisory Board Member Mr. Takashi Inagaki had been an executing person- 17 -

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.
5.

6.

of Sumitomo Mitsui Banking Corporation, a company that has had a special relationship with theCompany (principal business partner), for the past ten years.
The candidate for Audit & Supervisory Board Member Mr. Takashi Inagaki will assume his post as
President and Representative Director of Yoei Holding Co., Ltd. on June 22, 2021.
If the election of the candidate for Audit & Supervisory Board Member, Mr. Takashi Inagaki is approved,
the Company will conclude an agreement with him pursuant to the provisions of Article 427, Paragraph
1 of the Companies Act and the Articles of Incorporation of the Company to limit the amount of his
liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act. Pursuant to theagreement, the amount of liability for damages shall be the minimum amount provided for by Article 425,
Paragraph 1 of the Companies Act.
The Company has arranged a directors and officers liability insurance contract with an insurance company,
which will be renewed in July 2021. Mr. Takashi Inagaki will be insured upon approval of his election.
A summary of the contract is given on P.16.

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

Name(Date of birth)

Joined Taiyo Kobe Bank, Limited
Executive Officer and General Manager
of Tokyo Central Block of Sumitomo
Mitsui Banking Corporation
May 2008
President and Representative Director of
At-Loan Co., Ltd.
June 2011
Director and Senior Managing Executive
Officer of Promise Co., Ltd.
June 2013
President and Representative Director of
Rising Building Maintenance K.K.
Audit & Supervisory Board Member ofJune 2017
the Company
Shozo Watanabe
President and Representative Director of(January 1, 1955)
Rising Building Maintenance K.K.
New appointment
Audit & Supervisory Board Member ofJune 2018
Outsidethe Company (current position)
Resigned from President andRepresentative Director of Rising
Building Maintenance K.K.
[Reason for selecting him as a candidate for SubstituteOutside Audit & Supervisory Board Member]
He has a wealth of knowledge and abundant experiencefrom being engaged in the financial business and corporate
management. Accordingly, we have judged that he would
be capable of contributing to maintaining and improving
the transparency of the management of the Company, andits monitoring and supervisory functions.

Number of theCompany’s shares
owned

April 1978
April 2007

400 shares

Notes:
1.
There are no special conflicts of interests between the candidate and the Company.
2.
Mr. Shozo Watanabe is the candidate for Substitute Outside Audit & Supervisory Board Member.
3.
As incumbent Outside Audit & Supervisory Board Member, Mr. Shozo Watanabe has served for four
years. He will retire at the close of this meeting due to the expiration of term of office.
4.
Mr. Shozo Watanabe will assume his post as Outside Director of TBK Co., Ltd on June 29, 2021.
5.
If he takes up his post as Outside Audit & Supervisory Board Member, the Company will enter into anagreement with him in accordance with Article 427, Paragraph 1 of the Companies Act and the Articles
of Incorporation of the Company to limit the amount of his liability for damages as set forth in Article
423, Paragraph 1 of the 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.
6.
The Company has arranged a directors and officers liability insurance contract with an insurance company,
which will be renewed in July 2021. Mr. Shozo Watanabe will be insured under the contract if he assumes- 19 -

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.
his post as Audit & Supervisory Board Member. A summary of the contract is given on P.16.

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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.

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