This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms ofdamages arising from the translation.
Securities code: 4218
June 7, 2024
(Start date of measures for electronic provision: June 1, 2024)

To Shareholders with Voting Rights:
Toshiaki Takatsu
President
Nichiban Co., Ltd.
2-3-3, Sekiguchi, Bunkyo-ku, Tokyo,
Japan

NOTICE OF
THE 120th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We cordially inform you that the 120th Annual General Meeting of Shareholders of Nichiban Co., Ltd. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide informationin the Reference Documents for the General Meeting of Shareholders (matters for electronic provision)
electronically on the Company’s website as the “Notice of the 120th Annual General Meeting of Shareholders.”
Please access the website below to review this information.
The Company’s website
https://www.nichiban.co.jp/corp/ir/event/shareholder/ (Japanese only)
In addition to the above website, the Company has also disclosed the matters for electronic provision on thewebsite of the Tokyo Stock Exchange (TSE). Please access the below TSE website (Listed Company Search),enter and search for the issue name (company name) or securities code, then select "Basic information" and "Documents for public inspection/PR information."
Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are not attending the meeting in person, you can exercise your voting rights via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Tuesday, June 25, 2024, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
KOCHO banquet hall, Banquet Bldg. 1F, Hotel Chinzanso Tokyo,
2-10-8, Sekiguchi, Bunkyo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 120th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 120th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member and One (1) Substitute
Audit & Supervisory Board Member-1-4. Other matters relating (1) Among matters for electronic provision, the following matters are notshown in the paper copy to be sent to shareholders who have requested ato this Notice:
paper copy pursuant to the provisions of applicable laws and regulations
and the Company’s Articles of Incorporation. Audit & Supervisory Board
Members and the Accounting Auditor have audited documents subject toaudit including the following matters.
1) “Outline of a System to Ensure the Appropriateness of Business
Activities and Outline of Status of Operation of Such Systems” in theBusiness Report
2) “Consolidated Statement of Changes in Equity” and “Notes toConsolidated Financial Statements” in the Consolidated Financial
Statements3) “Non-consolidated Statement of Changes in Equity” and “Notes to
Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements(2) If you exercise your voting rights both in writing (by mail) and via theInternet, your vote received via the Internet will be deemed valid
regardless of the order in which they were received.
(3) If you exercise your voting rights multiple times via the Internet, your lastvote exercised will be deemed valid.
(4) If you fail to indicate your approval or disapproval of each proposal on the
returned Voting Rights Exercise Form, you will be deemed to haveindicated your approval.
(5) You may exercise your voting rights by proxy by delegating your authority
to one other shareholder with voting rights in accordance with provisionsof the Company’s Articles of Incorporation. If your proxy is attending themeeting, the proxy will be asked to hand in a power of attorney in addition
to the Voting Rights Exercise Form.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the meeting venue. If any change has been made to the matters for electronic provision, both the original
version and the revised version will be posted on the Company’s website and the TSE website.

-2-

Guide to Exercising Voting Rights
Voting rights may be exercised by the following three methods. If you attend the meeting in person, you will not
be required to follow the procedure of “Exercising voting rights in writing or via the Internet” mentioned below.
(1) Exercising voting rights by attending the General Meeting of Shareholders
Please bring the Voting Rights Exercise Form enclosed herein and submit it at the reception desk of the meetingvenue.
Date and time: Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m. Japan
time)
Place: KOCHO banquet hall, Banquet Bldg. 1F, Hotel Chinzanso Tokyo, 2-10-8, Sekiguchi, Bunkyo-ku,
Tokyo, Japan(Exercising voting rights in writing or via the Internet)(2) Exercising voting rights in writing (Voting Rights Exercise Form)
Please exercise your voting rights by indicating whether you approve or disapprove of the proposals on the Voting
Rights Exercise Form enclosed herein and mailing it so that it is received by the Company no later than 5:30 p.m.
on Tuesday, June 25, 2024, Japan time.
Deadline for exercising voting rights: 5:30 p.m. on Tuesday, June 25, 2024, Japan time(3) Exercising voting rights via the Internet (please see the next page for details)
Please enter your approval or disapproval of the proposals on the voting rights exercise website designated by
the Company (https://soukai.mizuho-tb.co.jp/).
Deadline for exercising voting rights: Enter your approval or disapproval by 5:30 p.m. on Tuesday, June25, 2024, Japan time-3-

Exercising voting rights via the Internet
Exercising voting rights by scanning a QR code (Smart Voting)
You can log into the Voting Rights Exercise website without entering the Voting Rights Exercise code andpassword.
(1) Scan the QR code on the bottom right of the Voting Rights Exercise Form.
* The QR code is a registered trademark of Denso Wave Incorporated.
(2) Follow the screen guidance to approve or disapprove of the proposals.
You can exercise your voting rights only once via "Smart Voting".
If you wish to change your vote after exercising your voting rights, please access the PC site, enter the "Voting
Right Exercise Code" and "Password" indicated on the Voting Form, log in, and exercise your voting rights again.
If you read the QR code again, you will be transferred to the PC site.
To Institutional Investors
You may also exercise your voting rights via the "Electronic Voting Platform" operated by ICJ, Inc.
Exercising voting rights by entering the Voting Rights Exercise code and password
Voting Rights Exercise website (https://soukai.mizuho-tb.co.jp/) (Japanese only)(1) Access the Voting Rights Exercise website.
Scan the QR code to access the Voting Rights Exercise website.
Click “Next” [Click](2) Log in.
Enter the Voting Rights Exercise code then click “Next.” [Enter] [Click](3) Change password
Enter the password then click [Register].

[Enter] [Click]

Follow the screen instructions to approve or disapprove of the proposals.
Note: The Voting Rights Exercise code and password are provided on the enclosed Voting Rights Exercise Form.
Please contact on the number provided to the right if you are unsure of how to exercise your voting right via theInternet using a PC, smartphone, mobile phone, etc.
Internet Helpline, Stock Transfer Agency Department Mizuho Trust & Banking Co., Ltd. 0120-768-524(Operating hours: 9 a.m. to 9 p.m. every day excluding year-end and New Year holidays)-4-

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

Appropriation of Surplus

The Company proposes to appropriate surplus as described below.
The Company considers return of profits to shareholders as a corporate management priority. Its policy ofprofit distribution focuses on the performance-linked dividend payment with the consolidated payout ratio
aimed at 25%, based on stable dividend payments, while also increasing internal reserves necessary tostrengthen the Company’s financial standing and to fund capital investment and technology development
for higher cost competitiveness, among others. Under this policy and taking consideration for the
performance of this fiscal year, the Company proposes to distribute a year-end dividend as described below.
1. Items relating to year-end dividend(1) Type of dividend
Cash(2) Items relating to the appropriation of dividend property and total amount thereof¥35 per share of common stock of the Company, totaling ¥712,305,405.
(3) Effective date of dividend of surplus
June 27, 2024
2. Other matters relating to the appropriation of surplus(1) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward¥1,000,000,000(2) Item of surplus to be increased and amount of increase thereof
General reserve¥1,000,000,000-5-Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the Company proposes to elect eight (8) Directors, including four (4) Outside
Directors.
The candidates for Director are as follows:
Attendanceat theCurrent position at theNo.
Name
Board ofCompany
Directors
meetings
100%
1
Reappointment
Toshiaki Takatsu
President(15/15)100%
2Reappointment
Hironori Sakai
Executive Director(15/15)
Director, Managing
100%
3
Reappointment
Hideaki Hara
Officer(15/15)
Director, Managing
100%
4Reappointment
Yasuhiko Takahashi
Officer(15/15)
Outside100%
5Reappointment
Yoji Shimizu
Director
Independent(15/15)
Outside100%
6
Reappointment
Tatsuo Ishihara
Director
Independent(15/15)
Outside100%
7
Reappointment
Akihiro Sato
Director
Independent(15/15)
Outside100%
8
Reappointment
Hiromi Sanada
Director
Independent(15/15)

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1990
June 2015
April 2017

Toshiaki Takatsu(November 13, 1966)

1[Attendance at theBoard of Directors
meetings]
15/15 (100%)[Assumption of officeof Director]
June 2019[Reappointment]

April 2018
April 2019
June 2019

Joined the Company
General Manager of Purchase Department,
Business Management Division
General Manager of Middle Japan Sales
Department, Industrial Product Sales Management
Department
Operating Officer and General Manager ofMedical Specialty Sales Department
Senior Operating Officer, Assistant to President
President, responsible for overall corporate
management (current position)

Number ofshares of theCompany held

[Reason for nomination as candidate for Director]
19,500 shares
Since assuming the office of President of the Company in June 2019,
Mr. Toshiaki Takatsu has led its business, demonstrated leadership to
all officers and employees based on knowledge and experience
concerning overall management acquired until now, and has played an
important role in making decisions on important matters of theCompany and supervising business execution. We have determinedthat he will be qualified to be responsible for management decision
making and supervision of business execution in the future too, andtherefore renominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
April 2008

Hironori Sakai(July 6, 1961)

2[Attendance at theBoard of Directors
meetings]
15/15 (100%)[Assumption of officeof Director]
June 2009[Reappointment]

Number ofshares of theCompany held

Joined the Company
Operating Officer and General Manager of
Administration Department
June 2009
Director, Operating Officer, and General Manager
of Administration Department
June 2015
Managing Director, responsible for CSR andcorporate management
Managing Director, responsible for CSR and
October 2016
corporate management, and Director and Advisor,
responsible for corporate management of Daito
Chemical Co., Ltd.
June 2019
Executive Director, responsible for Promotion
Unit and CSR, and General Manager of Public
Relations Department of the Company
April 2020
Executive Director, responsible for administration 30,000 shares
and CSR (current position)[Reason for nomination as candidate for Director]
Mr. Hironori Sakai assumed the office of Director of the Company inJune 2009 and has served in positions such as General Manager of
Administration Division and has been responsible for CSR andcorporate management. He has outstanding management execution
ability, in addition to diverse experiences and knowledge. The
Company has determined that he will play an important role in the
Company’s important management decision making and supervisionof business execution, and therefore renominated him as a candidate
for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
April 2011
April 2012
June 20123

Hideaki Hara
(January 13, 1962)

April 2020

[Attendance at theBoard of Directors
meetings]
15/15 (100%)

April 2022

[Assumption of officeof Director]
June 2012[Reappointment]

April 2024

Number ofshares of theCompany held

Joined the Company
Operating Officer and General Manager ofManagement Department, Tape Business Division
Operating Officer and General Manager of Tape
Business Division
Director, Operating Officer, and General Manager
of Tape Business Division
Director, Managing Officer, responsible for sales,
and General Manager of Business Management
Division
Director, Managing Officer, responsible for sales
and development, and General Manager ofDomestic Business Division
Director, Managing Officer, responsible for sales
16,100 sharesand development, and General Manager ofBusiness Strategy Division (current position)[Reason for nomination as candidate for Director]
Mr. Hideaki Hara assumed the office of Director of the Company inJune 2012 and has a wide range of knowledge and experience in the
Tape Business segment. The Company has determined that he isqualified to be responsible for not only promoting business overall,
especially the sales and development segments and supply chain, butalso important decision making at the Company’s Board of Directors
meetings and supervision of business execution based on such wealthof knowledge and experience and broad perspective, and therefore
renominated him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
April 2011

Yasuhiko Takahashi(January 9, 1963)

4[Attendance at theBoard of Directors
meetings]
15/15 (100%)[Assumption of officeof Director]
June 2021[Reappointment]

June 2013
April 2016
April 2020
June 2021

Joined the Company
Operating Officer and General Manager of Anjo
Factory
President of Nichiban Techno Co., Ltd.
Senior Operating Officer and General Manager of
Administration Division of the Company
Managing Officer, General Manager of Corporate
Planning Division and Public Relations
Department
Director, Managing Officer, General Manager ofCorporate Planning Division (current position)

Number ofshares of theCompany held

11,200 shares[Reason for nomination as candidate for Director]
Mr. Yasuhiko Takahashi has a wide range of experience in thecorporate planning, administration and production segments sincejoining the Company, and assumed the office of Director of theCompany in June 2021. The Company has determined that he isqualified to be responsible for important decision making at theCompany’s Board of Directors meetings and supervision of businessexecution based on such wealth of knowledge and experience andbroad perspective, and therefore renominated him as a candidate for
Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1970
March 2005

Yoji Shimizu(August 24, 1946)[Attendance at theBoard of Directors
meetings]
15/15 (100%)
5[Assumption of officeof Director]
June 2014[Reappointment][Outside][Independent]

Joined the ASATSU INC.*
Director, Operating Officer of ASATSU-DK
INC.*March 2010
Representative Director, President of ASATSUDK INC.*
March 2013
Director, Advisor of ASATSU-DK INC.*
June 2014
Outside Director of the Company (current
position)* Current ADK Marketing Solutions Inc.
[Reason for nomination as candidate for Outside Director and summaryof expected roles]
Mr. Yoji Shimizu has served as Representative Director, President, andAdvisor of ASATSU-DK INC. (current ADK Marketing Solutions
Inc.), and has a wealth of experience, accomplishments and knowledge
as a corporate manager. He has provided advice and recommendations
from a standpoint that is objective and independent from theCompany’s management in order to ensure the legality and validity ofdecision making at the Company’s Board of Directors meetings. The
Company therefore renominated him as a candidate for Outside
Director.

- 11 -

Number ofshares of theCompany held

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1977
April 1980

Tatsuo Ishihara(March 1, 1952)[Attendance at theBoard of Directors
meetings]
15/15 (100%)
6[Assumption of officeof Director]
June 2016[Reappointment][Outside][Independent]

Passed the National Bar Examination
Appointed as Public Prosecutor of Tokyo District
Public Prosecutors Office
April 1987
Registered as an attorney-at-law
January 1989
Established Okinobu & Ishihara Law Office*(current position)
June 2016
Outside Director of the Company (current
position)* Currently renamed to Spring Partners

Number ofshares of theCompany held

[Significant concurrent positions]Representative of Spring Partners[Reason for nomination as candidate for Outside Director and summaryof expected roles]
After being appointed as Public Prosecutor of Tokyo District Public
Prosecutors Office in 1980, Mr. Tatsuo Ishihara was registered as an
attorney-at-law in 1987. As Representative of Spring Partners, he iscurrently dealing with corporate legal cases covering a broad range ofindustries from a highly professional standpoint, in addition to generalcivil cases. He has a wealth of legal experience, accomplishment andknowledge, and the Company therefore renominated him as a
candidate for Outside Director as it expects him to provide advice andrecommendations from a standpoint that is objective and independent
from the Company’s management in order to ensure the legality andvalidity of decision making at the Company’s Board of Directors
meetings.

- 12 -

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 1987
April 1990
April 1990
May 1995
December 2016
June 2019
June 2023

Akihiro Sato
(June 25, 1959)[Attendance at theBoard of Directors
meetings]
15/15 (100%)
7[Assumption of officeof Director]
June 2019[Reappointment][Outside][Independent]

Passed the National Bar Examination
Registered as an attorney-at-law
Joined Marunouchi Kyoritsu Law Firm
Established Akihiro Sato Law Office
Representative of Akihiro Sato Law OfficeOutside Audit & Supervisory Board Member of
the Company
Outside Director of the Company (current
position)
Partner at Shinwa Sohgoh Law Offices (current
position)

Number ofshares of theCompany held

[Significant concurrent positions]
Partner at Shinwa Sohgoh Law Offices[Reason for nomination as candidate for Outside Director and summaryof expected roles]
After being registered as an attorney-at-law in 1990, Mr. Akihiro Satohas built experience focusing on the business legal field, and, after
establishing a law office in 1995, continued to build a successful career
dealing mainly with business legal cases from a highly professional
standpoint. In addition, he served as Vice President of the Dai-Ichi
Tokyo Bar Association and as Executive Governor of the Japan
Federation of Bar Associations from April 2015 to March 2016, andhe has been serving as a member of the Public Interest Commission of
the Cabinet Office since April 2019. Furthermore, he served as an
Outside Audit & Supervisory Board Member of the Company for two
years and six months from December 2016, and acquired deep insightof the Company. He has a wealth of business legal as well as general
legal experience, accomplishments and insight with extensive
knowledge about the Company, and the Company therefore
renominated him as a candidate for Outside Director as it expects him
to provide advice and recommendations from a standpoint that is
objective and independent from the Company’s management in orderto ensure the legality and validity of decision making at the Company’s
Board of Directors meetings.

- 13 -

0 shares

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979

Hiromi Sanada(May 20, 1956)[Attendance at theBoard of Directors
meetings]
15/15 (100%)
8[Assumption of officeof Director]
June 2022[Reappointment][Outside][Independent]Internal Medicine Ward, St. Luke’s International
Hospital
April 1980
Surgical Ward, Kanazawa University Hospital
April 1981
Assistant and Associate Professor of Departmentof Nursing, School of Allied Medical Sciences,
Kanazawa University
April 1987
Research Student of Faculty of Medicine,
Kanazawa University(March 1997 - Doctor of Medicine)
Graduate School of Nursing, University ofApril 1988
Illinois, U.S.A. (Special Training)(- March 1990)
November 1998 Professor of the School of Health Sciences,
Faculty of Medicine, Kanazawa University
April 2004
Division of Health Sciences and Nursing,
Graduate School of Medicine, The University ofTokyo
Director of Global Nursing Research Center,
April 2017
Graduate School of Medicine, The University ofTokyo
President of Ishikawa Prefectural Nursing
April 2022
University (current position)
Professor Emeritus of The University of Tokyo
June 2022(current position)
June 2022
Outside Director of the Company (current
position)[Significant concurrent positions]
President of Ishikawa Prefectural Nursing University[Reason for nomination as candidate for Outside Director andsummary of expected roles]
Dr. Hiromi Sanada was appointed as Professor of the School of Health
Sciences, Faculty of Medicine, Kanazawa University in 1998. She wassubsequently appointed as the first professor in the fields of Health
Sciences, Nursing, and Gerontological Nursing at the Graduate Schoolof Medicine, The University of Tokyo in 2004, where she was actively
engaged in a range of research activities for the prevention and early
convalescence of pressure ulcer, diabetic foot, and other conditions. In
the past, she has also served as the Chairperson of Japanese Society ofPressure Ulcers, the President of the Japanese Society of Wound,
Ostomy & Continence Management, the Chairperson of the Society for
Nursing Science and Engineering, and the Chairperson of the Japan
Academy of Nursing Science. The Company therefore renominatedher as a candidate for Outside Director as it expects her to utilize her
wealth of experience to provide opinions on improving the quality oflife in the wound care field and promoting industry-academia
collaboration, as well as provide advice and recommendations from astandpoint that is objective and independent from the Company’s
management in order to ensure the validity of decision making.

- 14 -

Number ofshares of theCompany held

0 sharesNotes: 1. There is no special interest between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. Each candidate
will be included in the insured of this insurance contract. The Company plans to renew thisinsurance contract with the same terms and conditions at the time of the next renewal.
3. Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato and Dr. Hiromi Sanada are candidates
for Outside Director.
4. Mr. Yoji Shimizu will have served as Outside Director for ten (10) years at the conclusion of thisAnnual General Meeting of Shareholders, Mr. Tatsuo Ishihara for eight (8) years, Mr. Akihiro
Sato for five (5) years, and Dr. Hiromi Sanada for two (2) years.
5. The Company has registered Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato, and Dr.
Hiromi Sanada as Independent Officers as provided for under the rules of the Tokyo Stock
Exchange.
6. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreements with Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato, and Dr.
Hiromi Sanada which limit their liabilities for damages under Article 423, Paragraph 1 of thesame Act. The maximum amount of liabilities under the said agreements shall be the amount set
forth in laws and regulations. The limitation of liability specified in these agreements shall beapplicable only when Outside Directors perform their duties in good faith and without grossnegligence. If this proposal is approved, the Company will continue the said agreements with
Messrs. Yoji Shimizu, Tatsuo Ishihara and Akihiro Sato, and Dr. Hiromi Sanada.

- 15 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member and One (1) Substitute Audit &Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Kazuhiko Tomioka will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes to electone (1) Audit & Supervisory Board Member. The Company also proposes to elect one (1) substitute Audit& Supervisory Board Member, in preparation for the case in which the number of Audit & Supervisory
Board Members would fall below the statutory minimum.
The substitute Audit & Supervisory Board Member shall assume his office only when the number ofAudit & Supervisory Board Members falls below the required number, and his term of office shall be theremaining period of the term of office of his predecessor. The resolution for this proposal shall be effective
until the beginning of the next Annual General Meeting of Shareholders.
The Audit & Supervisory Board has consented to the proposal.
The candidate for Audit & Supervisory Board Member and the candidate for substitute Audit &Supervisory Board Member are as follows:
Candidate for Audit & Supervisory Board Member
No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
April 1990
April 2020
April 2022

April 2024

Osamu Sakamoto(January 30, 1968)
1[New appointment]

Joined the Company
General Manager of Internal Audit Division
Operating Officer and General Manager of General
Affairs Department, Administration Division,
responsible for internal control
Operating Officer, Assistant to Audit &Supervisory Board (current position)[Reason for nomination as candidate for Audit & Supervisory Board
Member]Since joining the Company in 1990, Mr. Osamu Sakamoto has mainly
engaged in general affairs, human resources, and internal audit, and has
served as the General Manager of Internal Audit Division and as the
Operating Officer and General Manager of General Affairs
Department, Administration Division, responsible for internal control.
As a Certified Internal Auditor (CIA) with abundant businessexperience and broad knowledge of internal control systems, internal
audit, and risk management, the Company has judged that he is anappropriate person to audit the decision-making process and the statusof business execution of Directors as an Audit & Supervisory Board
Member of the Company, and has nominated him as a candidate for
Audit & Supervisory Board Member.

Number ofshares of theCompany held

1,000 shares

Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. The candidate
will be included in the insured of this insurance contract.
- 16 -

Candidate for substitute Audit & Supervisory Board Member

No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
Joined Canon Inc.
Joined Asahi Shinwa & Co. (current KPMG
AZSA LLC)
Registered as a certified public accountant
August 1989
September 2014 Retired from KPMG AZSA LLC
December 2014 Established SWEAT CAPITAL Inc.,
President of SWEAT CAPITAL Inc. (current
position)[Significant concurrent positions]
President of SWEAT CAPITAL Inc.
Outside Auditor of UNIMEDIA INC.
Outside Director of Meiwa Industry Co., Ltd.
April 1983
October 1985

Ichiro Ichikawa(May 10, 1958)
2[Substitute][Outside][Independent (plan)][Reason for nomination as candidate for substitute Outside Audit &Supervisory Board Member]
After being registered as a certified public accountant in 1989, Mr.
Ichiro Ichikawa worked at an accounting firm for about 25 years andbuilt his career mainly in the area of accounting audit, and serves as
President of SWEAT CAPITAL Inc. He also has considerable
experience, accomplishments and knowledge not only in the area of
accounting audit but also as a corporate manager, and the Company
therefore nominated him as a candidate for substitute Outside Audit &Supervisory Board Member as it expects him to provide advice andrecommendations from a standpoint that is objective and independent
from the Company’s management in order to ensure the legality andvalidity of decision making at the Company’s Board of Directors
meetings.

Number ofshares of theCompany held

0 shares

Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Ichiro Ichikawa is a candidate for substitute Outside Audit & Supervisory Board Member.
3. If the election of Mr. Ichiro Ichikawa is approved and he assumes the office of Audit &Supervisory Board Member, the Company plans to register him as Independent Officer as
provided for under the rules of the Tokyo Stock Exchange.
4. If the election of Mr. Ichiro Ichikawa is approved and he assumes the office of Audit &Supervisory Board Member, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation, the Company plans to enter into
an agreement with him, which limits his liabilities for damages under Article 423, Paragraph 1of the same Act. The maximum amount of liabilities under the said agreement shall be theamount set forth in laws and regulations. The limitation of liability specified in the agreement
shall be applicable only when he performs his duties in good faith and without gross negligence.
5. The Company has entered into a directors and officers liability insurance contract stipulated in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. This contract
covers legal dispute fees and damages, etc. to be borne by the insured arising from company
lawsuits, third-party lawsuits, shareholder derivative actions and other lawsuits. If Mr. Ichiro
Ichikawa assumes office, he will be included in the insured of this insurance contract.
- 17 -

(Reference) Skills Matrix of (prospective) Directors and Audit & Supervisory Board Members after theconclusion of this Annual General Meeting of Shareholders
Name

Positions and Nomination &Legal/
responsibilities Compensation Corporate
Finance/
Risk
Accounting
at the Company Committee Management
management
●

Skill
R&D

Manufacturing/Technology

Marketing
Sales

●

●

●

Toshiaki Takatsu

President●●

Hironori Sakai

Executive
Director●●

Hideaki Hara

Director,
Managing
Officer●

Yasuhiko Takahashi

Director,
Managing
Officer●

Yoji Shimizu

OutsideDirector●

Tatsuo Ishihara

OutsideDirector●

Akihiro Sato

OutsideDirector●

Hiromi Sanada

OutsideDirector●

Kazunori Takahashi

Audit &
Supervisory
Board
Member●Osamu Sakamoto

Audit &
Supervisory
Board
MemberYasushi Kodama

Outside Audit&
Supervisory
Board
MemberAtsushi Fukuda

Outside Audit&
Supervisory
Board
Member●●●●Internationality

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

* The “●” symbol in the skills matrix are listed based on past knowledge and experience, and do not represent all the knowledge
and experience possessed by the subject.

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