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: 7294
May 24, 2019

To Our Shareholders:
3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi, Kanagawa

YOROZU CORPORATION
President

Ken Shido

Notice of the 74th Ordinary General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 74th
Ordinary General Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
by either of the following methods, and are kindly requested to exercise your voting rights onor before the close of the Company’s business hours (5:30 p.m.), Friday, June 14, 2019
(Japan Standard Time), after examining Reference Materials for the General Meeting of
Shareholders on the following pages.
1.

Date:

10:00 a.m., Monday, June 17, 2019

2.

Venue:

3-7-60 Tarumachi, Kohoku-ku, Yokohama-shi, Kanagawa
Yorozu Corporation Head office3.

Purposes:
Items to be1.

reported:

2.

The business report, the consolidated financial statements and the results ofconsolidated financial statement audits by the Accounting Auditor and the Audit andSupervisory Committee
for the 74th business period (April 1, 2018 to March 31, 2019)
The non-consolidated financial statements
for the 74th business period (April 1, 2018 to March 31, 2019)

Items to be
Election of six (6) Directors (excluding those who are the membersof the Audit and Supervisory Committee)
Election of three (3) Directors who are the members of the Audit
Agenda Item No. 2:
and Supervisory Committee
Election of one (1) Director who is a substitute member of the Audit
Agenda Item No. 3:
and Supervisory Committee
Other matters on Of the matters to be provided with this Notice, Share Subscription Rights of the Company,
this Notice of the Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Statements are disclosed on Yorozu’s website (http://www.yorozu-corp.co.jp/en/) and are
Meeting:
not included in this Notice pursuant to the laws and regulations and provisions of Article 14of the Articles of Incorporation.
resolved:

4.

Agenda Item No. 1:

 If any revisions are made to the reference materials for shareholders’ meeting, business reports, nonconsolidated financial statements or consolidated financial statements, the revisions will be disclosed on
Yorozu’s website (http://www.yorozu-corp.co.jp).
 The notice of resolutions of this General Meeting of Shareholders will be posted on the website
mentioned above.

―1―

Agenda Item Election of six (6) Directors (excluding those who are the members
No. 1:of the Audit and Supervisory Committee)
The terms of office for six (6) Directors will end at the conclusion of this General Meeting.
Therefore, we ask that six (6) Directors be appointed.
If this Agenda Item and Agenda Item No. 2 are approved as proposed, three (3) out of nine (9)Directors of the Company, including Directors who are members of the Audit and Supervisory
Committee, will be independent outside directors as stipulated by the Tokyo Stock Exchange,
accounting for one-third of the Board of Directors.
Below is the list of candidates.
Candidate
NumberCandidate Name

Age

Current position and responsibility at
the Company

Attendance at
Service
Board of Directors
years
meetings

1

Akihiko Shido

Reelection

76

Chairman, Chief Executive Officer of theCompany, Chief Officer of YGHO All Functions

14 out of 14
meetings (100.0%)36

2Kazumi Sato

Reelection

65

Vice Chairman, Director and Executive Officerof the Company, Vice Chairman of YGHO,Chairman of YGHO Americas Group Function

12 out of 14
meetings (85.7%)

15

3

Ken Shido

Reelection

49

President and Chief Operating Officer of theCompany, Vice Chairman of YGHO

14 out of 14
meetings (100.0%)

3

Akira Saso

Reelection

60

ReTsutomu Hiranaka election

60

4
5

Director, Vice President and Executive Officer,
Chief Financial Officer of the Company, Chief
14 out of 14
Officer of YGHO Finance Function and General meetings (100.0%)
Manager of Finance Department
Director, Vice President and Executive Officer of
the Company, Chief Officer of YGHO Marketing
12 out of 14
and Sales Function, and General Manager of
meetings (85.7%)
Marketing and Sales Department

Reelection

6

Masashi Oshita

Outside63

Outside Director

11 out of 11
meetings(100.0%)

9

7

1*Board of Directors
meetings held after
assuming the Outside
Director position

Independent(Note) Yorozu Global Headquarters Organization (YGHO) is an organization for promoting management revolution(global matrix for each function).

―2―

Candidate
Number1

Akihiko Shido

Reelection(Born January 30, 1943; age 76)

Brief history, title, position, and other important posts held

● Number of Company’s
shares held: 6,974●Number of years served as
director: 36● Attendance at Board of
Directors meetings
14 out of 14 meetings(100.0%)April 1968
October 1981
June 1983
June 1988
June 1991
June 1992
June 1996
June 1998
June 2001
June 2008

Entered the Company
Manager of Production Control Department of the Company
Director of the Company
Managing Director of the Company
Executive Director of the Company
Executive Vice President of the Company
Senior Executive Vice President of the Company
President of the Company
President, Chief Executive Officer, and Chief Operating Officer of theCompany
Chairman, Chief Executive Officer of the Company, Chief Officer of YGHOAll Functions
To date■Other important posts held
Chairman of Yorozu Tochigi Corporation
Chairman of Yorozu Oita Corporation
Chairman of Yorozu Aichi Corporation
Chairman of Shonai Yorozu Corporation
Chairman of Yorozu Service Corporation
Outside Director of Yorozu Express Co., Ltd.
Outside Director of Ogura Kinzoku Co., Ltd.
Outside Director of Toho Corporation
Outside Director for Ahresty Corporation (Audit & Supervisory Committee Member)
Outside Director of Univance Corporation
Outside Director of MarkLines Co., Ltd.
Director and President of Auto Parts Center

Reasons for Nomination as Candidate for Director
We have determined that Akihiko Shido remains a suitable choice for the position of Director because he has
managed the Group as Representative Director and Chairman of the Company to date, and his achievements
in leading the Group with his strong leadership skills and his extensive knowledge and experience in overallmanagement would enable him to contribute to further strengthening the functions of the Board of Directors.

―3―Candidate
Number2

Kazumi Sato

Reelection(Born August 2, 1953; age 65)

Brief history, title, position, and other important posts held

● Number of Company’s
shares held: 7,500● Number of years served
as director: 15● Attendance at Board of
Directors meetings
12 out of 14 meetings(85.7%)March 1976

Entered the Company

April 1995

Senior Manager of Quality Assurance Department of Calsonic Yorozu
Corporation (current Yorozu Automotive Tennessee Inc.)

January 2001

Supervisor of Design Department of the Company

April 2001

President of Yorozu America Corporation

June 2002

Executive Officer of the Company

June 2004

Director and Executive Officer of the Company

June 2006

Director and Managing Executive Officer of the Company

June 2008

President and Chief Operating Officer of the Company, Chief Officer of YGHOHuman Resources Function

June 2013

President and Chief Operating Officer of the Company, Vice Chairman of YGHOJune 2014

President and Chief Operating Officer of the Company, Vice Chairman of
YGHO, Chief Officer of YGHO Quality Assurance Function

April 2015

President and Chief Operating Officer of the Company, Vice Chairman of YGHOJune 2016

Vice Chairman, Director and Executive Officer of the Company, Vice
Chairman of YGHO, Chairman of YGHO Americas Group Function
To date■Other important posts held
Chairman of Yorozu America Corporation
Chairman of Yorozu Automotive Tennessee, Inc.
Chairman of Yorozu Automotive Alabama, Inc.
Chairman of Yorozu Automotive North America Inc.
Chairman of Yorozu Mexicana, S. A. de C. V.
Chairman of Yorozu Automotive Guanajuato de Mexico, S. A. de C. V.
Director of Yorozu (Thailand) Co., Ltd.
Director of Y-Ogura Automotive (Thailand) Co., Ltd.
Director of Yorozu Engineering Systems (Thailand) Co., Ltd.
Chairman of Yorozu JMB Automotive Tamil Nadu Pvt. Ltd.
Director of Guangzhou Yorozu Bao Mit Automotive Co., Ltd.
Director of Wuhan Yorozu Bao Mit Automotive Co., Ltd.

Reasons for Nomination as Candidate for Director
We have determined that Kazumi Sato remains a suitable choice for the position of Director based on his
management of the Group as Representative Director and President from 2008 and Vice Chairman, Directorand Executive Officer of the Company from 2016 to date, his achievements in leading the Group with hisstrong leadership skills and his profound knowledge based on wide-ranging experience, particularly inoverseas business and the technology sector.

―4―Candidate
Number3

Ken Shido

Reelection(Born August 29, 1969; age 49)

Brief history, title, position, and other important posts held
May 2003
January 2013
April 2013
May 2014
June 2014● Number of Company’s
shares held: 77,000● Number of years served
as director: 3June 2016

Entered the Company
General Manager of Corporate Strategy Office of the Company
Executive Officer and General Manager of Corporate Strategy Office of theCompany
Executive Officer of the Company, President of Yorozu Engineering
Corporation
Executive Officer of the Company, President of Shonai Yorozu Corporation,
President of Yorozu Engineering Corporation
President and Chief Operating Officer of the Company, Vice Chairman of
YGHO
To date● Attendance at Board of
Directors meetings
14 out of 14 meetings(100.0%)Reasons for Nomination as Candidate for Director
Upon assuming the office of Representative Director and President, Ken Shido set out a long-term vision andspearheaded the implementation of measures to address management issues of the Group as Chief
Operating Officer. We expect that he will continue contributing to improving the Group’s corporate value.
Accordingly, we have determined that he remains a suitable choice for the position of Director.

―5―Candidate
Number4

Akira Saso

Reelection(Born August 22, 1958; age 60)

Brief history, title, position, and other important posts held
March 1981
March 2002
June 2006
June 2008
June 2010
June 2012● Number of Company’s
shares held: 4,000● Number of years served
as director: 9● Attendance at Board of
Directors meetings 14 out
of 14 meetings (100.0%)

June 2013

June 2016

Entered the Company
Chief Financial Officer of Yorozu America Corporation
Executive Officer of the Company
Executive Officer and General Manager of Finance Department of theCompany
Director, Executive Officer, Chief Financial Officer and General Manager ofFinance Department of the Company
Director, Managing Executive Officer, Chief Financial Officer of theCompany, Chief Officer of YGHO Finance Function, and General Manager
of Finance Department
Director, Senior Executive Officer, Chief Financial Officer of the Company,
Chief Officer of YGHO Finance Function and General Manager of Finance
Department
Director, Vice President and Executive Officer, Chief Financial Officer of theCompany, Chief Officer of YGHO Finance Function and General Manager
of Finance Department
To date■Other important posts held
Director of Yorozu Tochigi Corporation
Director of Yorozu Oita Corporation
Director of Yorozu Aichi Corporation
Director of Shonai Yorozu Corporation
Director of Yorozu Engineering Corporation
Director of Yorozu Service Corporation
Outside Corporate Auditor of Yorozu Express Co., Ltd.

Reasons for Nomination as Candidate for Director
We have determined that Akira Saso remains a suitable choice for the position of Director because he has led
the finance and accounting departments as the Group’s Chief Financial Officer and has impressive knowledge
based on wide-ranging experience in these fields.

―6―

Candidate
Number5

Tsutomu Hiranaka

Reelection(Born July 13, 1958; age 60)

Brief history, title, position, and other important posts held
April 1982
April 2003
April 2004
April 2005
April 2006
April 2007
April 2012
● Number of Company’s
shares held: 1,800

June 2012● Number of years served
as director: 7June 2014● Attendance at Board of
Directors meetings 12 out
of 14 meetings (85.7%)

June 2015

June 2016

Entered Nissan Motor Co., Ltd.
Supervisor of Second Procurement Department of Nissan Motor
Supervisor of LCV Business Department of Nissan Motor
Vice Manager of Second Project Department of Nissan Motor
Manager of Second Project Department of Nissan Motor
Manager of Purchasing Control Department of Nissan MotorEntered the Company, Executive Officer and General Manager ofMarketing and Sales Department
Director, Executive Officer of the Company, Chief Officer of YGHOMarketing and Sales Function and General Manager of Marketing andSales Department
Director, Managing Executive Officer of the Company, Chief Officer of
YGHO Marketing and Sales Function, and General Manager of Marketingand Sales Department
Director, Senior Executive Officer of the Company, Chief Officer of YGHOMarketing and Sales Function, and General Manager of Marketing andSales Department
Director, Vice President and Executive Officer of the Company, Chief
Officer of YGHO Marketing and Sales Function, and General Manager ofMarketing and Sales Department
To dateReasons for Nomination as Candidate for Director
Tsutomu Hiranaka has played a key leadership role in expanding the Group’s sales channels with his
exceptional judgment and negotiation skills in the M&S Function. He is expected to bring his experience andinsight to the Board in supporting further development of the Group, which is why we believe he is fully
qualified to continue to serve on the Board.

―7―

Candidate
Number6

Reelection

Masashi Oshita(Born May 8, 1956; age 63)

Outside Independent

Brief history, title, position, and other important posts held
April 1981
July 2009
April 2012
June 2014
March 2016
June 2016● Number of Company’s
shares held: 1,000● Number of years served
as Outside Director: 1● Attendance at Board of
Directors meetings
11 out of 11 meetings(100.0%)*Board of Directors
meetings held after
assuming the Outside
Director position

June 2018

Entered Ministry of International Trade and Industry (currently Ministry of
Economy, Trade and Industry (METI))
Director General for the Japan External Trade Organization, JETRO Paris
Director General of National Institute of Public Administration, National
Personnel Authority
Director General of Human Resources Bureau, National Personnel Authority
Retired from METI
Vice Chairman and Executive Managing Director of Japan Auto Parts
Industries Association (present post)
Director of the Company (present post)■Other important posts held
Vice Chairman and Executive Managing Director of Japan Auto Parts Industries Association
Director of the Japan Automobile Research Institute
Director of the Automobile Business Association of Japan
Director of Japan Society for the Promotion of Machine Industry

Reasons for Nomination as Candidate for Outside Director
Since assuming the Outside Director position of the Company in June 2018, Masashi Oshita has provided
oversight of the Company’s management from an independent and neutral position. In addition, he has
provided valuable advice to the Company’s management based on extensive experience and knowledge
acquired at METI, which is why we believe he is fully qualified to continue to serve as Outside Director.
He has also served as the Chair of the nominating committee and a member of the compensation committee
which have been voluntarily established to increase the transparency and objectivity of the decision-making
process related to appointment and compensation of Directors, etc.
While he has never been directly involved in corporate management other than being Outside Director, we
expect him to appropriately fulfill his responsibilities as Outside Director due to the reasons stated above.

―8―

Notes: 1. Candidate Kazumi Sato is the Chairman of Yorozu Automotive Tennessee Inc., Yorozu Automotive
Alabama, Inc., Yorozu Mexicana, S. A. de C. V., Yorozu Automotive Guanajuato de Mexico, S. A. de C. V.
and Yorozu JBM Automotive Tamil Nadu Pvt. Ltd. There is commercial trade between each of thesecompanies and the Company.
2. Masashi Oshita is a candidate for Outside Director. The Company considers Masashi Oshita to be highly
independent with no possibility of conflicts of interest with general shareholders. Accordingly, we havedesignated him as an independent director as prescribed by the Tokyo Stock Exchange and notified theTokyo Stock Exchange to that effect.
3. Special interest between Outside Director candidate Masashi Oshita and the Company• He serves as Vice Chairman and Executive Managing Director of Japan Auto Parts Industries

Association, with which the Company has a transactional relationship of paying membership fees.
However, we have determined that it has no impact on his independence because the percentage of thetransaction amount to the Company’s net sales and the Association’s ordinary income in the mostrecent business year is respectively less than 1%.
• He serves as Director of the Japan Automobile Research Institute, with which the Company has atransactional relationship in the certification business. However, we have determined that it has no
impact on his independence because the percentage of the transaction amount to the Company’s net
sales and the Institute’s ordinary income in the most recent business year is respectively less than 1%.
• He serves as Director of the Automobile Business Association of Japan, with which the Company has atransactional relationship of paying membership fees. However, we have determined that it has no
impact on his independence because the percentage of the transaction amount to the Company’s net
sales and the Association’s ordinary income in the most recent business year is respectively less than1%.
4. The Company signed a contract with Outside Director Masashi Oshita for limited liability with theminimum liability limit as stipulated in Article 425, Paragraph 1 of the Companies Act based on the
Articles of Incorporation regarding the liability for damages stipulated in Article 423, Paragraph 1 of theCompanies Act. If appointment of Masashi Oshita is approved, the Company plans to continue the said
contract with him for limited liability.
5. Overview of Opinions of the Audit & Supervisory Committee on Election of Directors (excluding those
who are members of the Audit & Supervisory Committee)
The Audit & Supervisory Committee has examined the election of Directors (excluding those who aremembers of the Audit & Supervisory Committee) based on discussions at the nominating committee fromperspectives such as the qualifications of each candidate, effectiveness of the Board of Directors as awhole and enhancement of corporate value.
As a result, the Audit & Supervisory Committee has determined that it is appropriate to elect thecandidates for Directors because, for inside Director candidates, they have deep expertise and abundant
experience, are qualified as Directors, and have contributed to increased earnings of the Company; and,for the outside Director candidate, his independence is ensured and his internationality and extensive
knowledge in industrial policies have contributed to deepening discussions at the Board of Directors.

―9―Agenda Item Election of three (3) Directors who are the members of the Audit andNo. 2:
Supervisory Committee
The terms of office for three (3) Directors who are members of the Audit and Supervisory
Committee will end at the conclusion of this General Meeting. Therefore, we ask that three (3)Directors who are members of the Audit and Supervisory Committee be appointed.
The consent of the Audit & Supervisory Committee to this Agenda Item has been obtained inadvance.
Below is the list of candidates.

Candidate
Number1

Candidate Name

Yasushi Miura

Reelection

Age

Current position andresponsibility at the Company

Attendance atBoard ofDirectors
meetings

Attendance at
Audit &
ServiceSupervisory
years
Committee

60

Director (full-time Audit &Supervisory Committee
Member)14 out of 14
meetings(100.0%)13 out of 13
meetings(100.0%)4 years66

Outside Director (Audit &Supervisory Committee
Member)14 out of 14
meetings(100.0%)13 out of 13
meetings(100.0%)2 years56

Outside Director (Audit &Supervisory Committee
Member)14 out of 14
meetings(100.0%)13 out of 13
meetings(100.0%)2 years

Reelection

2

Chiaki Tsuji

OutsideIndependent

Reelection

3

Chieko Ogawa

OutsideIndependent―10―

Candidate
Number1

Yasushi Miura

Reelection(Born February 28, 1959; age 60)

Brief history, title, position, and other important posts held

● Number of Company’s
shares held: 161,928● Director (Audit &Supervisory Committee
Member) Number of years
served 4 years● Attendance at Board of
Directors meetings
14 out of 14 meetings(100.0%)● Attendance at Audit &Supervisory Committee
13 out of 13 meetings(100.0%)January 1997
Entered the Company
April 1998
General Manager of Information System Department
September 2000 President of Yorozu Automotive North America Inc.
May 2003
General Manager of Corporate Strategy Office, General Manager ofManagement Department
May 2006
General Manager of Internal Auditing Office
June 2008
Executive Officer and General Manager of Internal Auditing Office of theCompany
June 2014
Corporate Auditor of the Company
June 2015
Director (Audit & Supervisory Committee Member) of the Company
To date■Other important posts held
Corporate Auditor of Yorozu Tochigi Corporation
Corporate Auditor of Yorozu Oita Corporation
Corporate Auditor of Yorozu Aichi Corporation
Corporate Auditor of Shonai Yorozu Corporation
Corporate Auditor of Yorozu Engineering Corporation
Corporate Auditor of Yorozu Service Corporation
Corporate Auditor of Guangzhou Yorozu Bao Mit Automotive Co., Ltd.
Corporate Auditor of Wuhan Yorozu Bao Mit Automotive Co., Ltd.
Outside Auditor of Ogura Kinzoku Co., Ltd.

Reasons for Nomination as Candidate for Director who is a member of the Audit &Supervisory Committee
Yasushi Miura has appropriately fulfilled the role of Director who is a member of the Audit and Supervisory
Committee based on his broad knowledge and deep insights gained through his business experience atoverseas subsidiaries and in information systems, corporate strategy, and internal auditing, etc. Accordingly,
we have determined that he remains a suitable choice for the position of Director who is a member of the
Audit and Supervisory Committee.

―11―Candidate
Number2

Chiaki Tsuji

Reelection(Born April 29, 1953; age 66)

Outside Independent

Brief history, title, position, and other important posts held
April 1979
April 1979
October 1990
October 1990
July 2001
April 2004
June 2017● Number of Company’s
shares held: 600● Outside Director (Audit &Supervisory Committee
Member) Number of years
served 2 years

April 2018

Registered as a lawyer (Tokyo Bar Association)
Joined Yamamoto Eisoku Law Office
Qualified as a lawyer in Germany (Japanese law)
Partner of Peter & Beyer Law Office (Germany)
Partner Lawyer of YOSHIOKA.TSUJI LAW OFFICE (present post)
Professor at the Graduate School of Law, Yamanashi Gakuin University
Director (Audit & Supervisory Committee Member) of the Company (present
post)
Visiting Professor at the Faculty of Law, Yamanashi Gakuin University(present post)■Other important posts held
Outside Director of Keihin Corporation (to be assumed in June 2019)● Attendance at Board of
Directors meetings
14 out of 14 meetings(100.0%)●Attendance at Audit &Supervisory Committee
13 out of 13 meetings(100.0%)Reasons for Nomination as Candidate for Outside Director who is a member of the Audit &Supervisory Committee
Since assuming the position of Director who is a member of the Audit & Supervisory Committee in June 2017,
Chiaki Tsuji has provided oversight of the Company’s management from an independent and neutral position. In
addition, she has proactively provided opinions from objective perspectives based on her expertise as a lawyer
not only in Japan but also in Germany as well as her extensive experience. Accordingly, we have determinedthat she remains a suitable choice for the position of Outside Director who is a member of the Audit &Supervisory Committee.
She has also served as a member of the nominating committee and the compensation committee which havebeen voluntarily established to increase the transparency and objectivity of the decision-making process
related to appointment and compensation of Directors, etc.
While she has never been directly involved in corporate management other than being Outside Director (Audit& Supervisory Committee Member), we expect her to appropriately fulfill her responsibilities as Outside
Director who is a member of the Audit & Supervisory Committee due to the reasons stated above.

―12―

Candidate
Number3

Chieko Ogawa

Reelection(Born February 14, 1963; age 56)

Outside Independent

Brief history, title, position, and other important posts held
April 2005
February 2006
July 2010
September 2010
February 2014
March 2014
June 2017● Number of Company’s
shares held: 0● Outside Director (Audit &Supervisory Committee
Member) Number of years
served 2 years

Registered as certified public accountant
Joined Nihombashi Corporation Certified Public Accountants
Joined Resources Global Professionals Japan K. K.
Registered as U.S. certified public accountant (licensed in Washington
State)
Registered as a tax accountant
Established Ogawa Accounting Office (present post)
Director (Audit & Supervisory Committee Member) of the Company(present post)■Other important posts held
Chief Audit Commissioner of Toda City

● Attendance at Board of
Directors meetings
14 out of 14 meetings(100.0%)● Attendance at Audit &Supervisory Committee
13 out of 13 meetings(100.0%)Reasons for Nomination as Candidate for Outside Director who is a member of the Audit &Supervisory Committee
Since assuming the position of Director who is a member of the Audit & Supervisory Committee in June 2017,
Chieko Ogawa has provided oversight of the Company’s management from an independent and neutral
position. In addition, she has provided accurate opinions from objective perspectives based on her expertiseas a certified public accountant not only in Japan but also in the U.S. as well as her extensive experience.
Accordingly, we have determined that she remains a suitable choice for the position of Outside Director who isa member of the Audit & Supervisory Committee.
She has also served as a member of the nominating committee and the Chair of the compensation committee
which have been voluntarily established to increase the transparency and objectivity of the decision-making
process related to appointment and compensation of Directors, etc.
While she has never been directly involved in corporate management other than being Outside Director (Audit& Supervisory Committee Member), we expect her to appropriately fulfill her responsibilities as Outside
Director who is a member of the Audit & Supervisory Committee due to the reasons stated above.

Notes: 1. There are no special interests between the above candidates and the Company.
2. Chiaki Tsuji and Chieko Ogawa are candidates for Outside Directors. The Company considers both persons to be highly
independent with no possibility of conflicts of interest with general shareholders. Accordingly, we have designated themas an independent director as prescribed by the Tokyo Stock Exchange and notified the Tokyo Stock Exchange to that
effect.
3. The Company signed a contract with Director Yasushi Miura, Chiaki Tsuji, and Chieko Ogawa who are members of the
Audit and Supervisory Committee for limited liability with the minimum liability limit as stipulated in Article 425, Paragraph
1 of the Companies Act based on the Articles of Incorporation regarding the liability for damages stipulated in Article 423,
Paragraph 1 of the Companies Act. If appointment of the three candidates is approved, the Company plans to continue
the contract with them for limited liability.

―13―Agenda Item Election of one (1) Director who is a substitute member of the Audit
No. 3:and Supervisory Committee
One (1) substitute Director who is a member of the Audit & Supervisory Committee is to beappointed in case the number of Directors who are the members of the Audit & Supervisory
Committee falls below the number stipulated in the law.
The consent of the Audit & Supervisory Committee to this Agenda Item has been obtained inadvance.
Below is the candidate.

Kazuhiko Saito

Reelection(Born August 23, 1956; age 62)

Outside Independent

Brief history and other important posts held
April 1988
April 1992
April 2006
April 2007
April 2009

Registered as a lawyer (Tokyo Bar Association)
Founded Okada Saito Law Office
Executive Director of Kanto Federation of Bar Associations
Director of Tokyo Family Conciliation Association
Founded Saito Law Office
To date■Other important posts held
● Number of Company’s
shares held: 0

Outside Auditor of KOKUSAI CO., LTD.

Reasons for Nomination as Candidate for Outside Director who is a substitute member of the
Audit & Supervisory Committee
We have determined that Kazuhiko Saito is a suitable choice for the position of substitute Director (Outside
Director) who is a member of the Audit & Supervisory Committee because he would be able to contribute toenhancement of the decision-making and oversight functions of the Company’s Board of Directors byleveraging his professional knowledge acquired as a lawyer and his abundant experience.
While he has never been directly involved in corporate management other than being Outside Auditor, we
expect him to appropriately fulfill his responsibilities as Outside Director who is a member of the Audit &Supervisory Committee due to the reasons stated above.
Notes: 1. There are no special interests between the above candidate and the Company.
2. Kazuhiko Saito is a candidate for a substitute Outside Director who is a member of the Audit & Supervisory Committee.
He satisfies the requirements for an independent director under the regulations of the Tokyo Stock Exchange.
3. If Kazuhiko Saito is appointed as Outside Director, the Company plans to sign a contract with him for limited liability withthe minimum liability limit as stipulated in Article 425, Paragraph 1 of the Companies Act based on the Articles ofIncorporation regarding the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act.

―14―