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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities Code: 5331
(Date of mailing) May 31, 2024
(Commencement Date ofElectronic Provision Measures)
May 28, 2024
To Shareholders:
Akira Higashiyama
Representative Director & President
NORITAKE CO., LIMITED
3-1-36, Noritake-shinmachi, Nishi-ku,
Nagoya, JapanCONVOCATION NOTICE OF
THE 143RD ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 143rd Annual Shareholders’ Meeting of NORITAKE CO., LIMITED (the“Company”) will be held as described below.
In convening this Annual Shareholders’ Meeting, we have taken measures to electronically provide
information (“Matters for Electronic Provision”) that constitute the Reference Documents for the
Shareholders’ Meeting and have posted such information on the websites on the Internet. Therefore,shareholders are asked to review the materials by accessing the websites indicated below.


The Company’s website:
https://www.noritake.co.jp/eng/company/ir/sokai/Net de Shoshu (Online convocation, available in Japanese):https://s.srdb.jp/5331/

In addition to the above websites, the Matters for Electronic Provision have also been posted on the Tokyo
Stock Exchange (TSE) website. Shareholders are, therefore, asked to confirm the materials by accessing theTSE website (Listed Company Search) indicated below, entering and searching the issue name (NORITAKE)or securities code (5331), and selecting “Basic information” and “Documents for public inspection/PR
information.”

The Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn the case of not attending the meeting, you may exercise your voting rights via the Internet or in writing.
Please review the attached Reference Documents for the Shareholders’ Meeting and exercise your voting rights
by 5:15 p.m. on Friday, June 21, 2024, Japan time.

-1-1. Date and Time:

Monday, June 24, 2024, at 10:00 a.m., Japan time

2. Place:

Head Office of the Company located at 3-1-36, Noritake-shinmachi, Nishi-ku,
Nagoya, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
143rd Fiscal Year (April 1, 2023 - March 31, 2024), and results of audits of
the Consolidated Financial Statements by the Accounting Auditors and the
Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 143rd Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal 3:
Determination of the Content of the Annual Delivery-type Performance-linked
Stock Compensation Plan for Directors, etc. (Excluding Directors Who Are
Audit & Supervisory Committee Members and Outside Directors)
4. Matters Decided upon the Convocation of the Annual Shareholders’ Meeting(1) Among the Matters for Electronic Provision, in accordance with laws and regulations and the provisionsof the Articles of Incorporation of the Company, the following items are not included in the paper-based
documents delivered to shareholders who have requested the delivery of such documents. The Audit &Supervisory Committee and the Accounting Auditors have audited documents subject to auditing
including the following items.
1. “Consolidated Statements of Changes in Net Assets” and the “Notes to the Consolidated Financial
Statements” of the consolidated financial statements
2. “Non-consolidated Statements of Changes in Net Assets” and the “Notes to the Non-consolidated
Financial Statements” of the non-consolidated financial statements(2) If you exercise your voting rights both via the Internet and in writing, the Company will only deem theexercise via the Internet valid.
Also, if you exercise your voting rights several times via the Internet, the Company will only deem the last
exercise valid.
(3) If you do not indicate your vote for or against each proposal on the Voting Rights Exercise Form returnedto the Company via postal mail, the Company will deem that you have approved each proposal.






When attending the meeting in person, please submit the enclosed Voting Rights Exercise Format the reception desk. The reception desk is scheduled to open at 9:00 a.m.
No gifts will be provided to shareholders attending the Annual Shareholders’ Meeting.
If any revisions to the Matters for Electronic Provisions arise, a notice to that effect and both thematters before the revision and after the revision will be posted on the above Company’s website,
Net de Shoshu, and the TSE website on the Internet.
Please be advised that the resolutions of this Annual Shareholders’ Meeting will be posted on the
Company’s website, after the conclusion of the Annual Shareholders’ Meeting, in lieu of paperbased notices of resolutions.
Any major changes to the convening of the Annual Shareholders’ Meeting will be notified throughthe Company’s website.

-2-

Reference Documents for the Shareholders’ Meeting
Proposal 1:
1.

Partial Amendments to the Articles of Incorporation

Reasons for amendments
In commemorating its 120th anniversary, the Company shall unify its trade name under “Noritake,” thebrand name that our customers have long been familiar with, and change its (Japanese) trade name to
Noritake Kabushikikaisha, to ensure even greater brand recognition both in Japan and overseas and to aim
for further business expansion and the enhancement of corporate value, as part of efforts to achieve its
long-term vision (ideal target). In conjunction with this change, necessary changes will be made to Article
1 of the current Articles of Incorporation.
The effective date of this change to the Articles of Incorporation shall be July 25, 2024, as provided
in a new supplementary provision, which shall be deleted as of the effective date. Additionally, thenumbering of the Articles of the supplementary provisions shall be adjusted to accommodate theestablishment of the new supplementary provision.

2.

Details of amendments
The proposed amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Trade Name)(Trade Name)

Article 1 The name of the Company shall be“Kabushikikaisha Noritake Company Limited,”
and the name in English shall be “NORITAKE
CO., LIMITED.”
Article 2 – Article 37 (Provisions omitted)

Article 1 The name of the Company shall be“Noritake Kabushikikaisha,” and the name in
English shall be “NORITAKE CO., LIMITED.”
Article 2 – Article 37 (Same as the current
provision)
Supplementary Provisions

Supplementary Provisions(Transitional Measures regarding the Exemption of
Liability of Audit & Supervisory Board
Members)
1) The Company may, by resolution of the Boardof Directors, exempt Audit & Supervisory
Board Members (including persons who wereformerly Audit & Supervisory Board
Members) from their liability for damages,
under Article 423, Paragraph 1 of theCompanies Act, regarding acts committed prior
to the conclusion of the 142nd Annual
Shareholders’ Meeting, to the extent permitted
by laws and regulations.
2) (Provision omitted)<Newly established>(Transitional Measures regarding the Exemption of
Liability of Audit & Supervisory Board
Members)
Article 1 The Company may, by resolution of theBoard of Directors, exempt Audit & Supervisory
Board Members (including persons who wereformerly Audit & Supervisory Board Members)from their liability for damages, under Article
423, Paragraph 1 of the Companies Act,
regarding acts committed prior to the conclusionof the 142nd Annual Shareholders’ Meeting, tothe extent permitted by laws and regulations.
2)(Same as the current provisions)(Effective Date of the Change in Trade Name)
Article 2 The change in Article 1 of the Articles ofIncorporation shall take effect on July 25, 2024.
2) The provisions of this article shall be deleted asof the effective date of the preceding paragraph.

-3-

Proposal 2:

Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory Committee

Members)
The terms of office of all six (6) Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of this Annual Shareholders’ Meeting. Accordingly, the Company
proposes the election of six (6) Directors (excluding Directors who are Audit & Supervisory Committee
Members).
In order to strengthen corporate governance and enhance management transparency, two (2) of the six (6)candidates are candidates for Directors (Outside).
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are
as follows:
Position (status) and assigned duties at theCompany

No.

Name

1

Hiroshi Kato

Re-elected

2

Akira Higashiyama

Re-elected3

Makoto Okabe

Re-elected4

Yuko Fuma

Re-elected

5

Ryoichi Yamamoto

6

Takahiro Fujioka

Re-elected
Director (Outside)
Independent Director
Newly elected
Director (Outside)
Independent Director

Representative Director & Chairman

Attendanceat Board of
Directors’
meetings
14/14(100%)

Representative Director & President, incharge of Research & Development Center,
Intellectual Property Planning Dept.
Director & Senior Managing Executive
Officer, in charge of Human Resources Dept.,
Corporate Planning Office, Supervisor toTabletop Group, President of Noritake Co.,
Inc., Chairman of Noritake Lanka Porcelain(Pvt.) Limited
Director & Managing Executive Officer, incharge of General Administration Dept., Legal
Dept., Secretariat Office, and Auditing Office

11/11(100%)

Director (Outside)

14/14(100%)

14/14(100%)

14/14(100%)-

Director (Outside): Candidate for Outside Director
Independent: Candidate for Independent Officer as defined in the provisions set forth by Tokyo Stock Exchange, Inc.,
etc.

-4-

No.

1

Name
(Date of birth)

Brief biography, position (status), assigned duties, and significant concurrent
position(s) at other organization(s)April 1979
Joined the Company
June 2011
Director & Executive Officer of the Company
Director & Managing Executive Officer of the Company
June 2014
Representative Director & Vice President of the Company
June 2017
Representative Director & President of the Company
June 2018
Representative Director & Chairman of the Company
April 2024
(currently in service)

Number of shares of
the Company held

14,900Hiroshi Kato
(January 29, 1957)
67 years old
Re-elected
Number of years served as
Director:
13 years
Attendance at Board of
Directors’ meetings
14/14 (100%)[Reasons for nomination as a candidate for Director]
Mr. Hiroshi Kato has been engaged in the management of the Company for many years. Based on his wealth ofexperience and achievements, he is expected to contribute to the strengthening of decision-making functions andoversight functions of the Board of Directors. Thus, the Company nominated him as a candidate for Director.

-5-

No.

2

Name
(Date of birth)

Brief biography, position (status), assigned duties, and significant concurrent Number of shares of
the Company held
position(s) at other organization(s)Joined the Company
April 1986
Director & Managing Executive Officer of the Company
June 2018
Director & Senior Managing Executive Officer of theJune 2019
Company
Representative Director & Vice President of the Company
June 2022
Representative Director & President, in charge of Research &April 2024
Development Center, Intellectual Property Planning Dept. of
the Company (currently in service)

Akira Higashiyama(June 17, 1960)
63 years old

5,168

Re-elected
Number of years served as
Director:
6 years
Attendance at Board of
Directors’ meetings
14/14 (100%)[Reasons for nomination as a candidate for Director]
Mr. Akira Higashiyama has been engaged in the management of the Company for many years. Based on his wealth ofexperience and achievements, he is expected to contribute to the strengthening of decision-making functions andoversight functions of the Board of Directors. Thus, the Company nominated him as a candidate for Director.

-6-

No.

3

Name
(Date of birth)

Makoto Okabe(August 29, 1960)
63 years old
Re- elected

Brief biography, position (status), assigned duties, and significant concurrent Number of shares of
the Company held
position(s) at other organization(s)April 1983
Joined the Mitsubishi Corporation
Managing Executive Officer, Deputy Division General
June 2020
Manager, Sales Division, Industrial Products Group of theCompany
Managing Executive Officer, Division General Manager,
April 2021
Sales Division, Industrial Products Group of the Company
Managing Executive Officer, in charge of Corporate Planning
April 2022
Office, and Auditing Office, Supervisor to Tabletop Groupof the Company, President of Noritake Co., Inc., Chairman of
Noritake Lanka Porcelain Limited
Managing Executive Officer, in charge of Human Resources
April 2023
Dept., Corporate Planning Office, Supervisor to Tabletop
800Group of the Company, President of Noritake Co., Inc.,
Chairman of Noritake Lanka Porcelain (Pvt.) Limited
Director & Senior Managing Executive Officer, in charge ofJune 2023
Human Resources Dept., Corporate Planning Office,Supervisor to Tabletop Group of the Company, President of
Noritake Co., Inc., Chairman of Noritake Lanka Porcelain(Pvt.) Limited (currently in service)

Number of years served as
Director:
1 yearAttendance at Board of
Directors’ meetings
11/11 (100%)[Reasons for nomination as a candidate for Director]
Mr. Makoto Okabe has been engaged in corporate administration and the Industrial Products Group at the Company, as
well as the management of overseas subsidiaries. Based on his wealth of experience and achievements, he is expected tocontribute to the strengthening of decision-making functions of the Board of Directors. Thus, the Company nominatedhim as a candidate for Director.
April 1986
Joined the Company
February 2015
General Manager, Corporate Planning Office of theCompany
June 2018
Executive Officer & Group Deputy General Manager ofCorporate Administration Group, General Manager,
Corporate Planning Office of the Company
April 2019
Executive Officer & Group General Manager ofCorporate Administration Group, General Manager,
Corporate Planning Office of the Company
June 2019
Director & Executive Officer, Group General Manager
of Corporate Administration Group of the Company
4

Director & Executive Officer, in charge of General
1,000
Administration Dept., Human Resources Dept., Legal
Office, and Secretary Office of the Company
June 2022
Director & Managing Executive Officer, in charge ofGeneral Administration Dept., Human Resources Dept.,
Re-elected
Legal Office, Secretary Office of the Company
April 2023
Director & Managing Executive Officer, in charge of
Number of years served as
General Administration Dept., Legal Office, Secretariat
Director: 5 years
Office, and Auditing Office of the Company
April 2024
Director & Managing Executive Officer, in charge of
Attendance at Board ofGeneral Administration Dept., Legal Dept., Secretariat
Directors’ meetings
Office, and Auditing Office of the Company (currently
14/14 (100%)in service)[Reasons for nomination as a candidate for Director]
Ms. Yuko Fuma has been engaged in corporate administration at the Company. Based on her wealth of experience andachievements, she is expected to contribute to the strengthening of decision-making functions of the Board of Directors.
Thus, the Company nominated her as a candidate for Director.
Yuko Fuma(September 12, 1963)
60 years old

April 2022

-7-

No.

5

Name
(Date of birth)

Ryoichi Yamamoto(March 27, 1951)
73 years old
Re-elected
Candidate for
Director (Outside)
Independent
Director

Brief biography, position (status), assigned duties, and significant concurrent Number of shares of
the Company held
position(s) at other organization(s)Joined The Daimaru, Inc. (currently Daimaru Matsuzakaya
April 1973
Department Stores Co. Ltd.)
President and COO of The Daimaru, Inc.
May 2003
September 2007 Director of J. FRONT RETAILING Co., Ltd.
Director of Matsuzakaya Co., Ltd. (currently Daimaru
Matsuzakaya Department Stores Co. Ltd.)
President and Representative Director of Daimaru
March 2010
Matsuzakaya Department Stores Co., Ltd.
President and Representative Director of J. FRONT
April 2013RETAILING Co., Ltd.
Director, President, and Representative Executive Officer of
May 2017
J. FRONT RETAILING Co., Ltd.
Director and Chairperson of the Board of Directors of J.
May 2020
FRONT RETAILING Co., Ltd. (scheduled to retire in May
2024)
Outside Director of Daido Steel Co., Ltd. (currently inJune 2021
2,500
service)
Director (Outside) of the Company (currently in service)
June 2021(Significant concurrent post(s) at other organization(s))
Outside Director of Daido Steel Co., Ltd.

Number of years served as
Outside Director:
3 years
Attendance at Board of
Directors’ meetings
14/14 (100%)[Reasons for nomination as a candidate for Director (Outside) and expected roles, etc.]
Mr. Ryoichi Yamamoto has many years of experience as an executive manager at Daimaru Matsuzakaya Department
Stores Co., Ltd. and J. FRONT RETAILING Co., Ltd. Utilizing his wealth of experience and knowledge in corporate
management, he has been fulfilling his role appropriately, such as oversight of the Company’s business execution andadvice to management. Thus, the Company nominated him once again as a candidate for Director (Outside) with the
expectation that he will contribute to the strengthening of oversight functions of the Board of Directors and provide
advice from wide-ranging management perspectives.
[Matters concerning independence]
Mr. Ryoichi Yamamoto worked for J. FRONT RETAILING Co., Ltd., but there are no business transactions between the
Company and J. FRONT RETAILING Co., Ltd. In addition, while the Company has business transactions with Daimaru
Matsuzakaya Department Stores Co., Ltd. which is a major group company of J. FRONT RETAILING Co., Ltd., theannual amount of transactions with Daimaru Matsuzakaya Department Stores Co., Ltd. accounts for less than 1%, an
insignificant proportion, of the Company’s consolidated net sales. Therefore, the Company judges that a conflict ofinterest is unlikely to occur between him and general shareholders and he is deemed independent.
The Company has also designated him as an independent director stipulated by Tokyo Stock Exchange, Inc. and Nagoya
Stock Exchange, Inc., and notified them of the designation of Mr. Ryoichi Yamamoto as an independent director.

-8-

Name
(Date of birth)No.

Brief biography, position (status), assigned duties, and significant concurrent Number of shares of
the Company held
position(s) at other organization(s)Joined Toyota Motor Co., Ltd. (currently TOYOTA MOTOR
April 1979
CORPORATION)Managing Officer of TOYOTA MOTOR CORPORATION
June 2006
Standing Corporate Advisor of Aichi Steel Corporation
May 2011
President and Representative Director of Aichi Steel
June 2011
Corporation
Chairman and Representative Director of Aichi Steel
June 2023
Corporation (currently in service)(Significant concurrent post(s) at other organization(s))
Chairman and Representative Director of Aichi Steel Corporation

Takahiro Fujioka(August 31, 1954)
69 years old

60

Newly elected
Candidate for
Director (Outside)
Independent
Director
Number of years served as
Outside Director: Attendance at Board of
Directors’ meetings-[Reasons for nomination as a candidate for Director (Outside) and expected roles, etc.]
Mr. Takahiro Fujioka has many years of experience as an executive manager at TOYOTA MOTOR CORPORATION
and Aichi Steel Corporation. The Company nominated him as a candidate for Director (Outside) with the expectationthat he will fulfill his role appropriately, such as contributing to the strengthening of oversight functions of the Board of
Directors and providing advice from wide-ranging management perspectives by utilizing his wealth of experience andknowledge in corporate management.
[Matters concerning independence]
Mr. Takahiro Fujioka worked for TOYOTA MOTOR CORPORATION and serves as Chairman and Representative
Director at Aishi Steel Corporation, both of which are trading partners of the Company, However, the annual amount oftransactions with both TOYOTA MOTOR CORPORATION and Aichi Steel Corporation accounts for less than 1%, an
insignificant proportion, of the Company’s consolidated net sales. Therefore, the Company judges that a conflict ofinterest is unlikely to occur between him and general shareholders and he is deemed independent.
If his election is approved, the Company intends to designate him as an independent director stipulated by Tokyo Stock
Exchange, Inc. and Nagoya Stock Exchange, Inc., and notify them of the designation of Mr. Takahiro Fujioka as anindependent director.
(Notes)1.

There is no special interest between each candidate for Director and the Company.

2.

The Company has entered into a liability limitation agreement with Mr. Ryoichi Yamamoto, which limits his liabilities fordamages under Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427, Paragraph 1 of theAct. The maximum amount of liability for damages pursuant to the agreement is the minimum liability amount stipulated bylaws and regulations.

3.

If the election of Mr. Takahiro Fujioka is approved, the Company intends to enter into a liability limitation agreement with
Mr. Takahiro Fujioka, which limits his liabilities for damages under Article 423, Paragraph 1 of the Companies Act, basedon the provisions of Article 427, Paragraph 1 of the Act. The maximum amount of liability for damages pursuant to theagreement is the minimum liability amount stipulated by laws and regulations

-9-

4.

The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company, which will cover any damages, etc. in the event that the insured directors
and officers are to bear liability for damages resulting from their duties. However, the agreement does include certain
exemption clauses, such as no compensation being given for damages caused by a criminal act by the insured or damages
caused by the insured by acts in violation of laws or regulations that were carried out with the knowledge of their illegality.
If the candidates assume the position of Directors, each of them will be insured under the insurance agreement, which is tobe renewed during their terms of office.

5.

The Company, effective April 1, 2024, conducted a two-for-one common stock split. Accordingly, the above number ofshares of the Company held indicates the number of shares after the said stock split.

6.

At Aichi Steel Corporation, where Mr. Takahiro Fujioka serves as Chairman and Representative Director, the fact of shipmentof steel materials exceeding the length toleration of customer specifications in a portion of specialty steel materials came tolight in May 2023. However, Mr. Takahiro Fujioka, upon learning of such fact, has been appropriately fulfilling his
responsibilities by establishing a company-wide quality assurance system, correcting inappropriate testing activity, while atthe same time establishing a special investigative committee comprising experts to determine the true causes, and pushing
forward measures to prevent the recurrence of such incidents.

- 10 -

(Reference) Expertise and Experience of Directors after this Annual Shareholders’ Meeting (Skills Matrix)
Expertise and experience
Position at theCompany

Name

Hiroshi Kato
Akira
Higashiyama
MakotoOkabe

Yuko Fuma

GenderRepresentative
Director &MaleChairman
Representative
Director &MalePresident
Director &SeniorManaging
Male
Executive
Officer
Director &Managing
FemaleExecutive
Officer

Corporate
Sales &
management marketing

◯
◯

◯

◯

Male

◯

Takahiro
Fujioka

Director(Outside)

Male

◯

Male

◯

Male

◯

Male

◯

TatsuhikoSaruwatari

Takashi
Morisaki(Note)

◯

◯

◯

◯

◯

◯

◯

Director(Outside)

Yoshimasa
Nakamura◯◯

Ryoichi
Yamamoto

Director &Full-time
Audit &
Supervisory
Committee
MemberDirector(Outside) &Audit &
Supervisory
Committee
MemberDirector(Outside) &Audit &
Supervisory
Committee
MemberHuman
Manufacturing,
Legal affairs
Finance & resources
technology,
and risk
Globalaccounting and labor
and R&D
management
affairs

◯

◯

◯

◯

◯

◯
◯

◯

◯

◯

◯

◯

The above table does not represent all the expertise and experience possessed by each Director.

- 11 -◯

Proposal 3:

Determination of the Content of the Annual Delivery-type Performance-linked
Stock Compensation Plan for Directors, etc. (Excluding Directors Who Are Audit &Supervisory Committee Members and Outside Directors)

1.

Reasons for the proposal and the reason that the said compensation is considered to be reasonable
The Company obtained shareholder approval at the 135th Annual Shareholders’ Meeting held on June 29,2016 for the introduction of a performance-linked stock compensation plan for the Company’s Directors(excluding Directors who are Audit & Supervisory Committee Members and Outside Directors) and Executive
Officers who meet certain requirements (hereinafter collectively referred to as “Director(s), etc.,” however,excluding non-residents), consisting of the delivery, etc., of the Company’s shares, according to the degree ofachievement of corporate performance targets, at the time of retirement in principle (the “Performance-linked
Stock Compensation Plan for Delivery at Retirement”) to provide an incentive to the eligible officers to pursue
management based on an awareness of the medium- to long-term improvement of corporate value andshareholders value, by linking the compensation of the eligible officers to the Company’s corporate
performance and stock value. Subsequently, at the 142nd Annual Shareholders’ Meeting held on June 23, 2023,
in conjunction with its transition to a Company with an Audit & Supervisory Committee, the Company
obtained shareholder approval to continue with the Performance-linked Stock Compensation Plan for Delivery
at Retirement by setting a new maximum amount of compensation of the Plan and it remains in place to thepresent day.
In this Proposal, the Company, aiming to further share interest and value with the shareholders, asks forapproval to introduce a performance-linked stock compensation plan, consisting of the delivery, etc. of theCompany’s shares on an annual basis, according to the degree of achievement of corporate performance targets
during each year, as a new compensation plan (the “Plan”), separate from the maximum amount ofcompensation (of not more than 40 million yen per month, of which the amount for Directors (Outside) will
be no more than 7 million yen per month) for Directors (excluding Directors who are Audit & Supervisory
Committee Members) approved by the 142nd Annual Shareholders’ Meeting held on June 23, 2023, and the
Performance-linked Stock Compensation Plan for Delivery at Retirement for Directors, etc. described above(of 600 million yen for three business years).
The Plan is intended to encourage the early holding of shares as compensation for Directors, etc. while
motivating them to contribute to improving and achieving corporate performance as well as increasing
shareholder value. Additionally, it has been deliberated by the Nomination and Compensation Committee, anon-statutory, advisory organ to the Board of Directors, the majority of the members of which comprise
independent outside directors.
The Company, as stated on page 16, has revised its Decision-making Policies for Individual Compensationof Directors (excluding Directors who are Audit & Supervisory Committee Members), on the condition that
this Proposal is approved. The content of this Proposal aligns with the said policies after revision and thus theCompany has determined that it is reasonable.
If Proposal 2 “Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)” is approved and resolved as originally proposed, the number of Directors who will be eligible
under the Plan will be four (4) at the conclusion of this Annual Shareholders’ Meeting. Furthermore, given- 12 -

that, as stated above, Executive Officers are also eligible under the Plan, the number of Executive Officers
who will be eligible under the Plan among the Executive Officers (excluding Executive Officers who
concurrently serve as Directors) to be elected at the Board of Directors meeting to be held after the conclusionof this Annual Shareholders’ Meeting will be six (6).
2.

The amount and content, etc. of compensation, etc. under the Plan
(1) Outline of the Plan
The Plan is a performance-linked stock compensation plan in which the Company’s shares are acquired bya trust established by the Company (the “Trust”) using cash contributed by the Company and the Company’s
shares are delivered and cash equivalent to the amount of the Company’s shares converted into cash is paid(the “Delivery, etc. of shares”) to Directors, etc., on an annual basis, according to the degree of achievementof corporate performance targets, based on the Stock Compensation Regulations established by the Company.
1)

Persons eligible for the Delivery, etc. of shares under the Plan

Directors, etc. (Directors (excluding Directors who are Audit & Supervisory Committee
Members and Directors (Outside)), and Executive Officers who meet certain requirements,
however, excluding non-residents)2)Survivors of Directors, etc. (excluding non-residents) who meet certain requirements

Applicable period of the Plan

The initial period shall be the one business year ending March 31, 2025

After the expiry of the initial period, the three business years from the business year
ending March 31, 2026 to the business year ending March 31, 2028 shall be theapplicable period. Thereafter, the applicable period shall be the following threeconsecutive business years.

3)
a.
b.

c.

The impact of the Company’s shares subject to the Plan on the total number of issued shares
Upper limit of cash to be 378 million yen for each applicable period of three business
contributed to the Trust
years. However, 126 million yen for one business year in
the initial period.
Upper limit of the number of the 93 thousand shares for each applicable period of threeCompany’s shares subject to the business years. However, 31 thousand shares for one
Delivery, etc. of shares from the business year in the initial period.
Trust
The proportion of the upper limit
0.4%*3 for the applicable period of three business yearsof the number of the Company’s(The proportion of the upper limit of the number of sharesshares subject to the Delivery,
to the total number of issued shares is 0.1%*3 per business
year)
etc. of shares to the total number*3
Rounded up to one decimal place.
of issued shares*1 *2*1Asof March 31, 2024, after the
deduction of treasury shares, etc.
*2Reflecting the stock split, effective
April 1, 2024d.

Method of the acquisition of theCompany’s shares by the Trust

Acquisition through the disposal of treasury shares from theCompany by a third-party allotment or purchases from thestock market- 13 -

4)

How the Plan is linked to performance

The Plan is linked to the degree of achievement of the corporate performance targets(ROIC*4 in the initial period) set for each business year

*4

Return On Invested Capital5)a.

The timing and content of the Delivery, etc. of shares to Directors, etc.

Timing: Delivery, etc. of shares shall be conducted annually after the corporate performance has been
finalized during the business year subject to assessment (Shall mean the one business year ending
March 31. Hereinafter the same applies). However, the Company’s shares acquired through the Plan
shall be continuously held until that time at which one year has elapsed after retirement.

b.

Content: Delivery of the Company’s shares and payment of cash equivalent to the amount of theCompany’s shares converted into cash.

(2) Upper limit of cash to be contributed to the Trust
The Company shall contribute cash to the Trust for each applicable period of three consecutive businessyears under the Plan within the upper limit of 378 million yen (126 million yen for one business year in theinitial period). Using this contributed cash, the Trust will acquire the Company’s shares to be subject to the
Delivery, etc. of shares to Directors, etc., through the disposal of treasury shares from the Company througha third-party allotment or purchases from the stock market.
Even after the expiry of the applicable period, in lieu of setting a new Trust, the Trust may be continued bymodifying the trust agreement and making additional contributions to the Trust. In such cases, the threebusiness years after the extension shall be a new applicable period. For each extended trust period, theCompany shall make additional contributions within the upper limit of 378 million yen and continue to grant
points and make delivery, etc. of the Company’s shares to the Directors, etc., during the extended trust period.
However, in making additional contributions, if there are any shares of the Company (excluding theCompany’s shares corresponding to the points granted to the Directors, etc., for which the delivery, etc. ofshares has not been completed) and cash remaining in the trust assets prior to the extension of the Trust(“Remaining Shares, etc.”), the total amount of Remaining Shares, etc., and the trust money to be additionallycontributed by the Company shall be within 378 million yen.
(3) Calculation method and the upper limit of the number of the Company’s shares subject to the Delivery,
etc. of shares to Directors, etc.
The number of the Company’s shares subject to the Delivery, etc. of shares to Directors, etc. shall becalculated based on the points granted to Directors, etc. These points are granted according to position andrank, and shall vary according to the degree of achievement of corporate performance targets.
Under the Plan, on a specified date that has been set as the record date each business year, a standard
number of points for the relevant business year that has been set according to position and rank will be granted
to Directors, etc., who have satisfied certain conditions. These points shall vary according to the degree of- 14 -

achievement of corporate performance targets (ROIC in the initial period) in the business year subject toassessment.
Under the Plan, the upper limit of the number of the Company’s shares subject to the Delivery, etc. ofshares for one business year shall be 31 thousand shares. Accordingly, the upper limit of the number of theCompany’s shares to be acquired by the Trust for each applicable period of three business years shall be 93
thousand shares.
In the event that the Company’s shares undergo a share split, reverse share split, etc., the number of sharescorresponding to one point may be adjusted according to the split ratio, reverse split ratio, etc., if it is deemedthat the adjustment of the number of points corresponding to shares is fair.
(4) Timing and the content of the Delivery, etc. of shares to Directors, etc.
Directors, etc., who meet the beneficiary requirements, shall receive the Delivery, etc. of shares from theTrust corresponding to the number of points held after the corporate performance has been finalized during
the business year subject to assessment.
The Delivery, etc. of shares to Directors, etc. shall comprise the delivery of the Company’s sharescorresponding to a certain ratio of the total points held and the Company’s shares corresponding to theremaining points shall be converted within the Trust and the cash equivalent to the converted amount shall be
paid for use in the payment of income taxes, etc. (As for the cash equivalent of the converted amount, theCompany will take the necessary tax payment procedures, and pay the amount remaining after tax payment to
the Directors, etc.)
If a Director, etc., passes away during the trust period, the Company’s shares equivalent to the points heldby such Director, etc. at the time of his or her death will be converted within the Trust and the cash equivalentof the converted amount will be paid to the survivor of such Director, etc., who meets certain requirements.
(5) Malus and clawback provisions
The Company shall establish provisions so that if a Director, etc. is found to have committed a serious
fraud, law violation, and the like, the Company may demand from the Director, etc. involved the loss orforfeiture (malus) of his or her right to receive the delivery, etc. of the Company’s shares, etc. under the Plan,or the return of the money equivalent to the Company’s shares that have already been delivered (clawback).
(6) Voting rights for the Company’s shares within the Trust
The voting rights for the Company’s shares within the Trust shall not be exercised during the trust period,in order to ensure the neutrality of management.
(7) Handling of dividends from surplus relating to the Company’s shares within the Trust
The dividends from surplus relating to the Company’s shares within the Trust will be used to cover trust
fees and trust expenses.
(8) Handling at the termination of the TrustAt the termination of the Trust, the Company’s shares remaining within the Trust will be transferred to theCompany without compensation, as shareholder returns, on the condition that the Company would cancel such

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shares. In addition, any cash remaining within the Trust at the time of termination will be paid to thebeneficiaries of the Trust who have satisfied the beneficiary requirements as stipulated in the trust agreement,
upon being used to cover various expenses.
(9) Other contents of the Plan
The Board of Directors will determine the other contents of the Plan each time the Trust is set, the trust
agreement is modified, or an additional contribution to the Trust is made[Reference]
The Company resolved at its Board of Directors meeting held on May 9, 2024 to revise the Decisionmaking Policies for Individual Compensation of Directors (excluding Directors who are Audit & Supervisory
Committee Members), as described below, on the condition that Proposal 3 “Determination of the Content of
the Annual Delivery-type Performance-linked Stock Compensation Plan for Directors, etc. (Excluding
Directors Who Are Audit & Supervisory Committee Members and Outside Directors)” is approved andresolved (The following has been excerpted from the policies described in (the Japanese version of) theBusiness Report, 3. Matters related to Company Officers, (4) Compensation, etc. of Directors and Audit &Supervisory Board Members, (i) Policies concerning the determination of compensation for Directors, etc.,
and the revised sections have been underlined.).
a. Policies concerning fixed monthly compensation
Compensation for the Company’s Directors (excluding Directors who are Audit & Supervisory
Committee Members) is composed of “fixed monthly compensation,” “annual delivery-type
performance-linked stock compensation,” and “performance-linked stock compensation for delivery
at retirement.” “Fixed monthly compensation” is determined by the Board of Directors within thescope approved by the Shareholders’ Meeting. Reasonable and transparent decision-making isensured by a process in which the Nomination and Compensation Committee deliberates and reports
its findings to the Board of Directors regarding the appropriateness of compensation amounts for each
Directorship position as appropriate to its roles and duties in keeping with the basic policies pertinent
to the compensation system.
Compensation for Directors (Outside) (excluding Directors who are Audit & Supervisory Committee
Members) is only “fixed monthly compensation,” taking into account their role in supervising
management from an independent standpoint.
Compensation for Directors who are Audit & Supervisory Committee Members is only “fixedmonthly compensation,” which is decided within the scope approved by the Shareholders’ Meeting
based on deliberation by Directors who are Audit & Supervisory Committee Members.
b.

Policies concerning the annual delivery-type performance-linked stock compensation

The annual delivery-type performance-linked stock compensation, based on the Stock Compensation
Regulations, aims to encourage the early holding of shares and provide an incentive to pursue
management based on an awareness of the medium- to long-term improvement of corporate value
and shareholders value for the Company’s Directors (excluding Directors who are Audit &Supervisory Committee Members and Directors (Outside)).

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Points are granted according to the degree of achievement of corporate performance targets (ROIC
for the business year ending March 31, 2025) set for each business year, and the Company’s sharesare delivered and cash equivalent to the amount of the Company’s shares converted into cash is paid,corresponding to the points granted, on an annual basis.
c.

Policies concerning the performance-linked stock compensation for delivery at retirement

The performance-linked stock compensation for delivery at retirement, based on the Stock Delivery
Regulations, aims to provide an incentive to pursue management based on an awareness of themedium- to long-term improvement of corporate value and shareholders value for the Company’s
Directors (excluding Directors who are Audit & Supervisory Committee Members and Directors(Outside)).
Points are granted according to the degree of achievement of corporate performance targets(consolidated net sales, consolidated operating profit, etc.) set in accordance with the Three-year
Business Plan for the fiscal year, the points granted accumulate, and the Company’s shares aredelivered and cash equivalent to the amount of the Company’s shares converted into cash is paid,corresponding to the accumulated points, at the time of retirement.
The standard for compensation varies between the range from 0% to 150%, with 100% being thedegree of achievement of the baseline corporate performance targets (consolidated net sales,
consolidated operating profit, etc.).
d.

Policies concerning the ratio of compensation, etc.

The ratio of “fixed monthly compensation” to “annual delivery-type performance-linked stockcompensation” and “performance-linked stock compensation for delivery at retirement” is set with
an emphasis on stability of medium- to long-term performance and improvement of corporate value
and shareholder value, avoiding an excess ratio of “performance-linked stock compensation” linked
to business performance.

Opinion of the Audit & Supervisory Committee on the Appointment and Compensation, etc. of Directors
Who Are Not Audit & Supervisory Committee Members
Regarding the appointment and compensation, etc. of Directors who are not Audit & Supervisory Committee
Members, the decision-making process was shared and deliberated by the Audit & Supervisory Committee, in
addition to two independent outside directors who were Audit & Supervisory Committee Members attending
and expressing their opinions at the Nomination and Compensation Committee, a non-statutory, advisory organ
to the Board of Directors established by the Company. As a result of these deliberations, the Audit & Supervisory
Committee determined that the appointment of Directors was appropriate and that the compensation, etc. wasalso reasonable in light of the Decision-making Policies for Individual Compensation of Directors (excluding
Directors who are Audit & Supervisory Committee Members), and concluded that there were no special mattersto be reported to the Annual Shareholders’ Meeting.

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