Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities code: 6390)
June 5, 2020
To Shareholders with Voting Rights
Kimiyasu Kato
President and Representative Director
KATO WORKS CO., LTD.
9-37, Higashi-ohi 1-chome,
Shinagawa-ku, Tokyo, Japan

Notice of the 121st Annual General Meeting of Shareholders
You are cordially notified that the 121st Annual General Meeting of Shareholders (the “Meeting”) of KATO
WORKS CO., LTD. (the “Company”) will be held for the purposes as described below.
In order to protect against infection and prevent the spread of COVID-19, shareholders are requested
to pay careful attention to the condition of your own health in making your decision as to whether you
should attend the Meeting.
Instead of attending the Meeting in person, you can exercise your voting rights in writing or throughelectromagnetic means. Please review the attached Reference Documents for the General Meeting of
Shareholders, and exercise your voting rights by either returning the enclosed Voting Rights Exercise Form bymail or entering your votes online so that they are received by 5:30 p.m. Japan time on Thursday, June 25,
2020.
1. Date and Time:

Friday, June 26, 2020 at 10:00 a.m. Japan time

2. Place:

10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan
32F, Aquamarine 32, Main Tower, Shinagawa Prince Hotel

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and the results ofaudits of the Consolidated Financial Statements for the Company’s 121st
Fiscal Year (April 1, 2019 - March 31, 2020) by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 121st Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 3:
Supervisory Committee Members)
Election of Four (4) Directors Serving as Audit and Supervisory Committee
Proposal 4:
Members○ Request
・ If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception. Please also bring this Notice with you to save paper resources.
・Souvenirs will not be provided to shareholders attending the Meeting in person. We appreciate yourunderstanding.
○ Notes・ Among the documents to be attached to this Notice, the following items are not stated in the attacheddocuments, as they are posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese) in
accordance with provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation. Therefore, these attached documents are part of the Business Report and the consolidated andnon-consolidated financial statements audited by the Audit and Supervisory Committee in preparing theiraudit report, and the consolidated and non-consolidated financial statements audited by the accounting-1-

auditor in preparing their accounting audit report.
(1) “System to Ensure Appropriate Operations (Internal Control System) and Its Operating Status” and“Policy to Determine the Distribution of Surplus, etc.” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
・ Should there be revisions to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Non-consolidated and Consolidated Financial Statements, the details of the revisions
will be posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese).
Notice on Measures Against COVID-19
We would like to inform you of our measures to protect against infection and prevent the spread of COVID-19
at this Annual General Meeting of Shareholders.
Your understanding and cooperation would be much appreciated.
・ If you are considering attending the Meeting, please pay careful attention to the condition of your own
health in the days leading up to the Meeting, and do not overexert yourself by any means.
・ Seniors, those with preexisting medical conditions, pregnant women and those who feel unwell in general
are all requested to consider refraining from attending the Meeting.
・ Shareholders in attendance will be requested to cooperate in wearing face masks and using alcohol-based
disinfectant.
・ If any shareholders in attendance are deemed to be unwell, we will restrict their entrance to the venue.
・ We may not be able to provide a sufficient number of seats due to ensuring wide spaces between seating at
the venue. Shareholders in attendance may not be provided a seat, or may not be able to enter the venue.
・ Directors and administrative staff in attendance will wear face masks at the Meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company intends to respond to shareholder expectations basically through stable dividends while paying
attention to internal reserves to strengthen the corporate standing and upon comprehensively taking into
account the business environment, revenue status and other factors.
The Company proposes year-end dividend for this fiscal year at 15 yen in view of the performance for the
fiscal year and future business development. Accordingly, the annual dividend will be 30 yen per shareincluding the interim dividend of 15 yen.
Matters relating to year-end dividend
1. Matters relating to allotment of dividend property and its total amount
15 yen per common share of the Company at a total of 175,763,475 yen
2. Effective date of the distribution of surplus
June 29, 2020-3-

Proposal 2:

Partial Amendment to Articles of Incorporation

1. Reasons for the proposal
In order to enable the Company to diversify its business in the future, Article 2 (Objectives) of thecurrent Articles of Incorporation shall be amended to include additional businesses.
2. Details of the amendment
The details of the amendment are as follows:(Amended parts are underlined.)
Proposed amendment

Current(Objectives)
Article 2 The objectives of the Company shall be
to carry out the following businesses:
1. Manufacturing, maintenance and saleof construction equipment,
transportation equipment and industrial
equipment, automobiles, machinerywith internal combustion engines andspare parts for various other equipment
2. - 4.
(Omitted)(Newly established)(Objectives)
Article 2 (Same as current)
1.

Manufacturing, maintenance, sale andleasing of construction equipment,
transportation equipment and industrial
equipment, automobiles, machinerywith internal combustion engines andspare parts for various other equipment
2. - 4.
(Unchanged)
5. Operation and management ofprofessional sports, accommodation
facilities, restaurants, stores, etc.
6. Inspection, measurement and analysis
of water, air, food, industrial waste,etc., and provision of relevant guidanceand sales of related products
7.
(Unchanged)(Newly established)

5.

(Omitted)-4-

Proposal 3:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all the eight (8) Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of the Meeting. Accordingly, the Company proposes toelect eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members).
The Company has obtained comments from the Audit and Supervisory Committee that this Proposal isreasonable and there are no special matters to be noted at the Meeting.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are
as follows:
No.

Name

Current positions at the Company

1

Kimiyasu Kato

President and Representative Director

Reappointment

2

Mitsuo Okada

Director, Managing Executive Officer

Reappointment

3

Yoshiki Inoue

Director, Managing Executive Officer

Reappointment

4

Jiro Konishi

Director, Executive Officer

Reappointment

5

Yunfeng Bai

Director, Executive Officer

Reappointment

6

Takao Watanabe

Director, Executive Officer

Reappointment

7

Takatsugu Ishii

Director, Executive Officer

Reappointment

8

Yoshiaki Ohkami

Director

Reappointment
OutsideIndependent

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1991
Jul. 1993
Aug. 1996
May 1997
Jun. 1997

1

2

Number of theCompany’s
shares held

Joined the Company
General Manager, Corporate Auditors’ Office
Kimiyasu Kato
General Manager, Engineering Division(Aug. 25, 1968)
General Manager, Materials Division
Director, General Manager, Engineering Division andReappointment
General Manager, Materials Division348,784
Jun. 2001
Director, Managing Executive Officer in charge ofCorporate Planning
Attendance at the Board ofJun. 2004
President and Representative Director (to present)
Directors meetings:(Significant concurrent positions)
13/13 (100%)
Director, KATO WORKS (CHINA) LTD.
Director, KATO WORKS (THAILAND) CO., LTD.
Reason for nomination as candidate for Director
Kimiyasu Kato has abundant experience as the Company’s President and Representative Director, and is demonstrating
leadership as the chief operating officer. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.
Apr. 1977
Joined the Company
Jul. 2006
General Manager, Design Department I
Mitsuo Okada
Jun. 2010
Executive Officer, General Manager, Development(Jul. 13, 1954)
Division
Jun. 2012
Director, Executive Officer, General Manager,
Reappointment
Development Division
5,043
Jun. 2014
Director, Executive Officer, General Manager,
Manufacturing Division and General Manager,
Attendance at the Board ofDevelopment Division
Directors meetings:
Jun. 2016
Director, Managing Executive Officer, in charge of the
13/13 (100%)
Manufacturing and Development Segments and ISO (topresent)
Reason for nomination as candidate for Director
Mitsuo Okada has abundant experience and achievements in the engineering development field, having long been
engaged in the Company’s manufacturing and development segment operations. He is playing a sufficient part inimportant management decision-making and supervision of business execution by the Board of Directors. Therefore, inorder to make use of his capabilities and experience in management, the Company proposes his re-election as a Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1977

3

4

Number of theCompany’s
shares held

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Apr. 2004
General Manager, Procurement Division, Transport &Logistics Systems Division, Logistics Systems &Structures Operations
Oct. 2005
General Manager, Construction Division, Transport
Systems Division, Transport & Logistics Systems
Yoshiki Inoue
Operations, Ishikawajima Transport Machinery Co., Ltd.
(Sep. 7, 1954)(presently IHI Transport Machinery Co., Ltd.)
Jun. 2010
Director, General Manager, Administration Division,
Reappointment
Transport Systems Operations, in charge of Materials
1,361
Division and General Transport Systems Division
Managing Director, General Manager, Parking Systems
Attendance at the Board of Jun. 2014
Division
Directors meetings:
Jun.
2016
President, IHI Construction Machinery Limited (renamed
13/13 (100%)
KATO HEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. in November 2016)
Mar. 2018
General Manager, HICOM Business Department of theCompany
Jun. 2018
Director, Managing Executive Officer, General Manager,
HICOM Business Department, in charge of Corporate
Planning and Compliance (to present)
Reason for nomination as candidate for Director
Yoshiki Inoue has abundant experience and achievements, having been engaged mainly in procurement and logistics
operations at IHI Corporation as well as corporate management at IHI Construction Machinery Limited. He is playing asufficient part in important management decision-making and supervision of business execution by the Board of
Directors. Therefore, in order to make use of his capabilities and experience in management, the Company proposes his
re-election as a Director.
Apr. 1975
Joined the Company
Mar. 2010
General Manager, Administration Department
Jun.
2012
Executive Officer, General Manager, Administration
Jiro Konishi
Department(Feb. 26, 1953)
Jun. 2013
Executive Officer, General Manager, Finance Department
Jun. 2014
Director, Executive Officer, General Manager, Finance
Reappointment
Control Department
7,578
Jun. 2016
Director, Executive Officer, General Manager, FinanceAttendance at the Board ofControl Department, in charge of Compliance and IR
Directors meetings:
Jun. 2018
Director, Executive Officer, General Manager, Finance
13/13 (100%)Control Department, in charge of IR (to present)(Significant concurrent positions)Auditor, KATO WORKS (CHINA) LTD.
Reason for nomination as candidate for Director
Jiro Konishi has abundant experience and achievements in finance and accounting, having long been engaged in the
Company’s accounting segment operations. He is playing a sufficient part in important management decision-making
and supervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Aug. 1992
Mar. 2010

5

6

Number of theCompany’s
shares held

Joined the Company
General Manager, China Office, Overseas Marketing
Department
Yunfeng Bai
Jun. 2012
Executive Officer, General Manager, Overseas Marketing(Sep. 14, 1962)
Department I
Jun. 2016
Director, Executive Officer, General Manager, Overseas
Reappointment
Marketing Control Department
2,095
Jun. 2017
Director, Executive Officer, General Manager, Overseas
Marketing Division
Attendance at the Board ofJun. 2018
Director, Executive Officer, General Manager, China
Directors meetings:
Business Control Division (to present)
10/13 (77%)(Significant concurrent positions)
Chairman and Representative Director, KATO WORKS (CHINA) LTD.
Director, KATO WORKS (THAILAND) CO., LTD.
Reason for nomination as candidate for Director
Yunfeng Bai has abundant experience and achievements in the overseas market, having long been engaged in the
Company’s marketing segment operations. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.
Apr. 1984
Joined the Company
Takao Watanabe
Apr. 2012
General Manager, Nagoya Branch(Dec. 25, 1961)
May 2015
General Manager, Construction Machinery Marketing
Department
Reappointment
Jul. 2015
Executive Officer, General Manager, Marketing
1,089
Department (in charge of Construction Machinery)
Attendance at the Board of Jun. 2018
Director, Executive Officer, General Manager, Marketing
Directors meetings:
Division, General Manager, Construction Machinery
13/13 (100%)Marketing Department (to present)
Reason for nomination as candidate for Director
Takao Watanabe has abundant experience and achievements in the domestic market, having long been engaged in the
Company’s marketing segment operations. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Apr. 1977

7

8

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Jul. 2003
General Manager, Power Project Overseas Sales Division,
Energy Operations
Jul. 2007
General Manager, Kuala Lumpur OfficeJun. 2012
Director, General Manager, Sales Control Division, IHI
Construction Machinery Limited (renamed KATO
Takatsugu Ishii
HEAVY INDUSTRIES CONSTRUCTION(Jan. 30, 1955)
MACHINERY CO., LTD. in November 2016)
Jun. 2017
Director, General Manager, Sales Control Division, KATO
Reappointment
HEAVY INDUSTRIES CONSTRUCTION
1,089
MACHINERY CO., LTD. and General Manager, Overseas
Attendance at the Board ofMarketing Control Department of the Company
Directors meetings:
Mar. 2018
General Manager, Overseas Marketing Control
12/13 (92%)
Department and General Manager, Marketing Control
Department, HICOM Business Department of theCompany
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Marketing Division (to present)(Significant concurrent positions)Auditor, Kato SCE (Xiamen) Construction Machinery Co., Ltd.
Reason for nomination as candidate for Director
Takatsugu Ishii has abundant experience and achievements, having been engaged mainly in the overseas sales at IHI
Corporation as well as domestic and overseas sales at IHI Construction Machinery Limited. He is playing a sufficientpart in important management decision-making and supervision of business execution by the Board of Directors.
Therefore, in order to make use of his capabilities and experience in management, the Company proposes his re-election
as a Director.
Apr. 1968
Research Engineer, Space Research Group, National
Aerospace Laboratory, Science and Technology Agency
Apr. 1991
Professor, Department of Mechano-Aerospace
Engineering, School of Engineering, Tokyo Institute ofTechnology
Apr. 1999
Special Advisor and Executive Research Inspector,
Technical Research and Development Department,
National Space Development Agency
Apr. 2000
Professor Emeritus, Tokyo Institute of Technology (toYoshiaki Ohkamipresent)(Jul. 26, 1939)
Apr. 2000
Professor, Department of System Design Engineering,
Keio University
Reappointment
Apr. 2008
Dean and Professor, Graduate School of System Design
Outside2,045
and Management, Keio University
Independent
Apr. 2011
Executive Advisor, System Design and Management
Research Institute, Keio University (to present)
Attendance at the Board ofApr. 2011
Chairman, Committee on Basic Technology of Space
Directors meetings:
Solar Power Systems, Japan Aerospace Exploration
13/13 (100%)
Agency (JAXA) (to present)
Jun. 2014
Director of the Company (to present)(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Executive Advisor, System Design and Management Research Institute, Keio
University
Chairman, Committee on Basic Technology of Space Solar Power Systems,
Japan Aerospace Exploration Agency (JAXA)
Reason for nomination as candidate for Outside Director
Yoshiaki Ohkami has served many positions as a university professor and has long been engaged in the research ofaerospace engineering. In order to make use of his abundant knowledge and experience thus accumulated for improving
the corporate value of the Company, which is a machinery manufacturer, the Company proposes his re-election as an
Outside Director. Although the candidate has not been directly involved in corporate management, the Company
believes he may appropriately fulfill his duties as the Company’s Outside Director for the above reason. The candidate’s
term of office as an Outside Director will be six (6) years at the conclusion of the Meeting.

-9-Notes:1. There are no special interests between the candidates and the Company.
2. If Yoshiaki Ohkami’s re-election is approved, the Company intends to continue the agreement with him to limit his liabilities
as provided in Article 427, Paragraph 1 of the Companies Act. The limit of liabilities under the agreement is the amountstipulated by laws and regulations.
3. The Company has designated Yoshiaki Ohkami as an independent director stipulated by the provisions of the Tokyo Stock
Exchange and has notified the said Exchange accordingly. If his re-election is approved at the Meeting, the Company intends
to maintain his status as an independent director.
4. The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding association.

- 10 -

Proposal 4:

Election of Four (4) Directors Serving as Audit and Supervisory Committee Members

The terms of office of all the four (4) Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect four (4) Directors
serving as Audit and Supervisory Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee with respect to this Proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name

Current positions at the Company

1

Michio Muronaka

Director and Audit and Supervisory Committee Member

2

Hiroki Imai

Director and Audit and Supervisory Committee Member

3

Shinichiro Zama

Director and Audit and Supervisory Committee Member

4

Yoshitaka Yanagi

Executive Officer, General Manager, Product Support
Division- 11 -

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New Candidate

No.

Name
(Date of birth)
Michio Muronaka(Dec. 20, 1949)
Reappointment
OutsideIndependent

1

2

3

Career summary, positions, responsibilities
and significant concurrent positions
Registered as a certified public accountant
Established Muronaka & Co
Corporate Auditor of the Company
Director and Audit and Supervisory Committee Member(to present)(Significant concurrent positions)Representative, Muronaka & Co

Number of theCompany’s
shares held

Sep. 1980
Aug. 1981
Jun. 2011
Jun. 2016

2,648

Attendance at the Board of
Directors meetings:
13/13 (100%)
Reason for nomination as candidate for Outside Director
Michio Muronaka has advanced expert knowledge regarding corporate accounting from many years of experience as acertified public accountant, and currently provides appropriate supervision and advice regarding the execution of duties
from an outside perspective, across all aspects of the management of the Company. Therefore, the Company proposes
his re-election as a Director (Outside Director) serving as Audit and Supervisory Committee Member. Although thecandidate has not been directly involved in corporate management, the Company believes he may appropriately fulfill
his duties as the Company’s Outside Director for the above reason.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be four (4) years
at the conclusion of the Meeting.
Apr. 1997
Registered as an attorney with Daini Tokyo Bar
Hiroki Imai
Association(Jan. 15, 1971)
Jun. 2015
Corporate Auditor of the Company
Jun. 2016
Director and Audit and Supervisory Committee Member
Reappointment(to present)
Outside2,122(Significant concurrent positions)
Independent
Attorney, Tada Law OfficeAttendance at the Board of
Directors meetings:
13/13 (100%)
Reason for nomination as candidate for Outside Director
Hiroki Imai has advanced expert knowledge regarding all aspects of corporate law from many years of experience as an
attorney, and currently provides appropriate supervision and advice regarding the execution of duties from an outside
perspective, across all aspects of the management of the Company. Therefore, the Company proposes his re-election as a
Director (Outside Director) serving as Audit and Supervisory Committee Member. Although the candidate has not been
directly involved in corporate management, the Company believes he may appropriately fulfill his duties as theCompany’s Outside Director for the above reason.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be four (4) years
at the conclusion of the Meeting.
Apr. 1977
Joined Finance Department, Tamagawa Gakuen,
Shinichiro Zama
Incorporated Educational Institution(Oct. 11, 1954)
Apr. 2001
General Manager, Secretariat
Apr. 2006
General Manager, Accounting Department
Reappointment
Apr. 2009
Councilor
OutsideMar. 2015
Corporate Auditor, HyphaGenesis Inc.
907
Apr. 2015
Director, Tamagawa Gakuen, Incorporated Educational
Independent
Institution (to present)
Director and Audit and Supervisory Committee Member
Attendance at the Board of Jun. 2019of the Company (to present)
Directors meetings:(Significant
concurrent
positions)
13/13 (100%)
Director, Tamagawa Gakuen, Incorporated Educational Institution
Reason for nomination as candidate for Outside Director
Shinichiro Zama has experience in financial departments and wide-ranging knowledge related to management, having
been engaged in the management of an educational institution as Director of Tamagawa Gakuen, Incorporated
Educational Institution. The Company believes he may provide appropriate supervision and advice regarding theexecution of duties from an outside perspective, across all aspects of the management of the Company, and therefore theCompany proposes his re-election as a Director (Outside Director) serving as Audit and Supervisory Committee
Member.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be two (2) years
at the conclusion of the Meeting.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Apr. 1975
May 2005
Jun. 2009

Joined the Company
General Manager, Quality Assurance Department
Yoshitaka Yanagi
Executive Officer, General Manager, Quality Assurance(Aug. 26, 1952)
Department
3,807
Jun. 2014
Executive Officer, General Manager, Gunma Plant
New Candidate
Jun. 2017
Executive Officer, General Manager, Product Support
Division (to present)
Reason for nomination as candidate for Director
Yoshitaka Yanagi has wide-ranging knowledge and experience relating to all aspects of the Company’s operations,having played a part in the management team in positions including Executive Officer, General Manager, Gunma Plant
and General Manager, Product Support Division. The Company believes he may provide appropriate supervision andadvice regarding the execution of duties, and therefore the Company proposes his election as a Director serving as Audit
and Supervisory Committee Member.

4

Notes:
1. There are no special interests between the candidates and the Company.
2. If the re-elections of Michio Muronaka, Hiroki Imai and Shinichiro Zama are approved, the Company intends to continue theagreements with them to limit their liabilities as provided in Article 427, Paragraph 1 of the Companies Act. The limit ofliabilities under the agreement is the amount stipulated by laws and regulations.
In addition, if the election of Yoshitaka Yanagi is approved, the Company intends to conclude the same agreement with him.
3. Michio Muronaka, Hiroki Imai, and Shinichiro Zama are candidates for Outside Directors.
The Company has designated Michio Muronaka, Hiroki Imai, and Shinichiro Zama as independent directors stipulated by theprovisions of the Tokyo Stock Exchange and has notified the said Exchange accordingly. If their re-elections are approved at
the Meeting, the Company intends to maintain their status as independent directors.
4. The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding association.

[Reference] Independence Criteria for Outside Directors
Persons who satisfy the independence requirements provided by the Tokyo Stock Exchange shall be deemed
independent from the Company.
However, the independence of those who fall under the following shall be carefully determined according to actual
circumstances.
1. Consultants, accounting or legal professionals who receive a large amount of compensation from the Company
other than directors’ compensation.
2. Persons who receive a large amount of donation, etc. from the Company, or in case the recipient is a
corporation, etc., an executive thereof.
3. A major shareholder of the Company, or in case the entity is a corporation, etc., an executive thereof.
4. Close relatives of the following (excluding those who are irrelevant):
A. Persons who fall under 1 through 3 above.
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees, etc. of theCompany and its subsidiaries.

- 13 -