DISCLAIMER: 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.

(Securities Code: 5076)
June 2, 2022
To our shareholders:Kazunari Kibe,
Representative Executive Officer andPresident

INFRONEER Holdings Inc.

2-10-2 Fujimi, Chiyoda-ku, Tokyo

Notice of the 1st Ordinary General Meeting of Shareholders
We are pleased to announce the 1st Ordinary General Meeting of Shareholders of INFRONEER Holdings
Inc. (the “Company”), which will be held as indicated below.
In order to minimize the infection risk of COVID-19 to the extent possible, the Company strongly requests
the shareholders that you exercise your voting rights in advance in writing or by electromagnetic method (via
the internet, etc.) as much as possible and refrain from attending the meeting in person.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights no later than 5:30 p.m. on Wednesday, June 22, 2022 (JST) in accordance with the instructions
presented on pages 4 and 5 of the Japanese version of this document.
1. Date and Time:Thursday, June 23, 2022, at 10:00 a.m. (JST)

2. Venue:Hō, GARDEN TOWER, Hotel New Otani Tokyo
4-1 Kioi-cho, Chiyoda-ku, Tokyo(Please refer to the Guide Map to the Venue for the Ordinary General Meetingof Shareholders attached at the end of the Japanese version of this document.)

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 1st fiscal
year (from April 1, 2021 to March 31, 2022), and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Audit
Committee(Note) Although the 1st fiscal year of the Company is from October 1, 2021 to March 31,
2022, the consolidated fiscal year is from April 1, 2021 to March 31, 2022

2. The Non-consolidated Financial Statements for the 1st fiscal year (from October
1, 2021 to March 31, 2022)
Matters to be resolved
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of 9 Directors
4. Instructions for Exercising Voting Rights
Please refer to “Instructions for Exercising Voting Rights” presented on pages 4 and 5 of the Japaneseversion of this document.

- 1 - When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception.
 If any changes are made to items in the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Non-consolidated Financial Statements or the Consolidated Financial Statements, such changes will be posted on the
Company’s website (https://www.infroneer.com) (in Japanese only).
 The meeting will be carried out in light clothing with no neckties (“Cool Biz”) on the day. We ask that you also attend themeeting dressed in light clothing.
 Among the documents to be attached to this Notice of the Ordinary General Meeting of Shareholders, following documents
are posted on the Company’s website pursuant to laws and regulations, as well as Article 17 of the Articles of Incorporationof the Company; therefore, they are not included in the appendix of this notice. Consequently, the appendix consists of partof the documents audited by the Audit Committee and the Financial Auditor in preparing their audit reports.
1. “System and Policies of the Company” in the Business Report
2. “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements
3. “Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” in the Non-consolidated
Financial Statements
 Exercising your voting rights in writing may accompany a risk of infection in the process of returning and counting votes.
Thus, in the case of exercising your voting rights in advance, we request our shareholders to do so by electromagnetic
method (via the internet, etc.) as much as possible.
 In order to prevent the spread of the infection, the number of seats available will be limited due to leaving wider space ofeach seat.
 Alcohol disinfectant for the shareholders will be available near the reception of the meeting venue. (We ask all attendees tobring and wear a mask.) The Company will have its staff at the meeting check their own physical condition including body temperature and wear amask.
 In order to avoid the meeting venue from becoming a cluster of the infection, we will leave out the detailed explanations of
the matters to be reported (including the report on the results of audits) and the proposals at the meeting venue to shorten
length of the meeting. Our shareholders are kindly requested to read this Notice of the Ordinary General Meeting of
Shareholders in advance.
 The Company may update the measures above depending on the situation of the spread of the infection by the day of themeeting as well as the announcement by the government. We ask the shareholders to check the information on our website(https://www.infroneer.com) as needed.

The Company’s website (https://www.infroneer.com)- 2 -Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The system for electronic provision of materials for general meetings of shareholders stipulated in theproviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act”
(Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, the Company proposes thefollowing amendments that information contained in the reference documents for the general meeting ofshareholders, etc., shall be provided electronically, and that the scope of matters to be recorded in physicaldocuments that are provided to shareholders who request them may be limited.
The provisions related to the internet disclosure and deemed provision of the reference documents for thegeneral meeting of shareholders, etc. will become unnecessary and will therefore be deleted. In addition,
supplementary provisions shall be established concerning the effective date, etc., in line with these changes.
2. Contents of the amendments
The contents of the amendments are as follows.

(Underlines indicate amended sections)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for General Meetings ofShareholders, Etc.)
Article 17 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.

<Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 17
The Company shall, whenconvening a general meeting ofshareholders, provide information
contained in the reference
documents for the general meetingof shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.

- 3 -Current Articles of Incorporation<Newly established>

Proposed Amendments(Supplementary provisions pertaining to measuresfor electronic provision, etc.)
Article 3
The deletion of Article 17 (Internet
Disclosure and Deemed Provisionof Reference Documents for
General Meetings of Shareholders,Etc.) of the current Articles ofIncorporation and the new
establishment of Article 17(Measures for Electronic Provision,Etc.) of the proposed amendments
shall take effect on September 1,
2022.
2. Notwithstanding the provisions of
the previous paragraph, Article 17(Internet Disclosure and Deemed
Provision of Reference Documents
for General Meetings ofShareholders, Etc.) of the current
Articles of Incorporation shallremain valid for general meetingsof shareholders that are held on or
before the last day of February2023.
3. This Article shall be deleted on
March 1, 2023 or on the day after
which three months have elapsed
since the day of the general
meeting of shareholders set forth in
the previous paragraph, whicheveris later.

- 4 -Proposal No. 2:

Election of 9 Directors

The terms of office of all 9 currently serving Directors will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of 9 Directors.
The candidates for Director are as follows:
No.

Name

Current Positions

Nature ofCandidacy

1 Soji Maeda

Director & Chairperson
Compensation Committee Member

Reappointment

2 Kazunari Kibe

Director
Representative Executive Officer and President
Nominating Committee Member
Compensation Committee Member

Reappointment

3 Hirotaka Nishikawa

Director
Audit Committee Member

Reappointment

4 Masaaki Shioiri

Director
Executive Officer
Nominating Committee Member

Reappointment

5 Keiichiro Hashimoto

Outside Director
Chairperson of the Board of Directors
Nominating Committee Member
Chairperson of Audit Committee

6 Seiichiro Yonekura

7 Koichi Moriya

8 Rie Murayama

9 Atsushi Takagi
Reappointment
OutsideIndependent

Outside Director
Nominating Committee Member
Compensation Committee Member
Outside Director
Chairperson of Nominating Committee
Compensation Committee Member
Audit Committee Member
Outside Director
Nominating Committee Member
Compensation Committee Member
Outside Director
Nominating Committee Member
Chairperson of Compensation Committee
Audit Committee Member: Candidate for reappointment as Director: Candidate for Outside Director: Independent Officer set forth by the stock exchanges- 5 -Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

No.

1

Soji Maeda(December 6, 1967)

Number of shares of the Company held 136,478 shares
Tenure as Director

9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1997

Joined Maeda Corporation

Apr. 2000

Deputy General Manager of Kanto (currently Tokyo Building Works
Branch) Branch

Jun. 2002

Director, Managing Officer

Jun. 2004

Senior Managing Officer

Nov. 2004

General Manager of Building Division

Jan. 2007

Project Leader of TPM

Jun. 2008

In charge of TPM, and in charge of Sales Promotion of Building Division

Apr. 2009

In charge of Iidabashi Redevelopment PJ

Jan. 2010

Responsible for Energy

Apr. 2011

Deputy General Manager of Kansai Branch

Apr. 2014

Responsible for Sales

Apr. 2016

President and Representative Director (current position)

Oct. 2021

Director & Chairperson of the Company (current position)(Significant Positions Held at Other Companies)
President and Representative Director of Maeda Corporation
Reasons for nomination as candidate for Director
He has deep insight based on abundant business execution and operating results related to
Civil Engineering and the Building Division as President and Representative Director of
Maeda Corporation. He has served as Director & Chairperson since the establishment of theCompany. Expecting that he can contribute to improve corporate value by using his abundant
practical experience and knowledge about the Group, the Company has nominated him again
as a candidate for Director.

- 6 -

No.

2

Kazunari Kibe
(April 25, 1961)

Number of shares of the Company held 49,775 shares
Tenure as Director

9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1986

Joined Maeda Corporation

Jan. 2007

General Manager of Corporate Planning Dept. of Business Administration
Division

Apr. 2009

Deputy General Manager of Business Administration Division

Jan. 2010

Executive Officer, Deputy General Manager of Civil Engineering Division,in charge of Corporate Planning

Apr. 2013

General Manager of Business Strategy Office

Apr. 2014

Managing Officer

Apr. 2016

General Manager of Business Strategy DivisionJun. 2016

Director

Apr. 2020

Senior Managing Officer, General Manager of Management Innovation(current position)

Jun. 2020

In charge of CSR and Environment

May 2021

In charge of CSV Planning, Technology and Information Subdivision

Oct. 2021

Representative Director and Executive Vice President (current position), in
charge of Information

Oct. 2021

Director, Representative Executive Officer and President, and CEO of theCompany (current position)(Significant Positions Held at Other Companies)
Representative Director and Executive Vice President, General Manager of Management
Innovation of Maeda Corporation
Reasons for nomination as candidate for Director
He has deep insight based on abundant management execution in the corporate planning
divisions, and operating results in managing a division headquarters as the General Manager
of Business Strategy Division of Maeda Corporation. He has served as Representative
Executive Officer and President since the establishment of the Company and led the Groupsince then. Therefore, judging him the suitable person to promote the Company’s medium- tolong-term business plan, the Company has nominated him again as a candidate for Director.

- 7 -

No.

3

Hirotaka
Nishikawa

Number of shares of the Company held 59,237 shares(November 12, 1953)

9/9 meetings (100%)

Tenure as Director

9 months

Attendance at Board of Directors Meetings

Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)
Jun. 2008

Director and Managing Executive Officer of Maeda Corporation

May 2013

Retired as Director

May 2013

Advisor of Maeda Road Construction Co., Ltd.

Jun. 2013

Director, Senior Executive Officer, and General Manager of Marketing &Sales Headquarters

Apr. 2018

Overseeing Internal Control

Apr. 2019

Overseeing Marketing & Sales Headquarters

Jun. 2019

General Manager of Marketing & Sales Headquarters

Apr. 2021

Director and Chairman (current position)

Oct. 2021

Director of the Company (current position)(Significant Positions Held at Other Companies)
Reappointment

Director and Chairman of Maeda Road Construction Co., Ltd.
Reasons for nomination as candidate for Director
He has deep insight based on abundant business execution and operating results related tosales and the Internal Control Division in Maeda Road Construction Co., Ltd. He has served
as Director since the establishment of the Company. Therefore, judging him the suitableperson to promote the Company’s medium- to long-term business plan, the Company has
nominated him again as a candidate for Director by using his abundant practical experienceand broad knowledge.

- 8 -

No.

4

Number of shares of the Company held 37,991 shares

Masaaki Shioiri Tenure as Director(February 5, 1958)

9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment

Apr. 1981

Joined Maeda Seisakusho Co., Ltd.

Apr. 2008

Executive Officer, Manager of Machinery Sales Department, Industrial
Machinery Division

Oct. 2008

Department Manager of Manufacturing Department and Group Manager
of Environmental Construction Machinery Group, Industrial Machinery
Division

Apr. 2009

Deputy Division General Manager of Industrial Machinery Division and
Department Manager of Manufacturing Department

Jun. 2009

Director

Apr. 2010

Managing Officer

Oct. 2010

Deputy Division General Manager of Industrial Machinery Division,
Department Manager of Manufacturing Department, and Department
Manager of Planning & Management Department

Apr. 2011

Deputy Division General Manager of Industrial Machinery Division and
Department Manager of Industrial Machinery Business Department

Apr. 2012

Division General Manager of Industrial Machinery Division

Apr. 2013

Representative Director and President, Executive Officer and President(current position)

Oct. 2021

Director, Executive Officer Responsible for Capital Investment Strategy of
the Company (current position)(Significant Positions Held at Other Companies)
Representative Director and President of Maeda Seisakusho Co., Ltd.
Reasons for nomination as candidate for Director
He has deep insight based on abundant business execution and operating results in themachinery business as Representative Director and President of Maeda Seisakusho Co., Ltd.
He has served as Director since the establishment of the Company. Therefore, judging him
the suitable person to promote the Company’s medium- to long-term business plan, theCompany has nominated him again as a candidate for Director.

- 9 -

5

No.

Keiichiro
Hashimoto(October 20, 1951)

Number of shares of the Company held
Tenure as outside Director

0 shares9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Apr. 1974

Joined The Mitsubishi Bank, Ltd. (currently, MUFG Bank, Ltd.)

Jun. 2001

General Manager, International Business Department of The Mitsubishi
Bank, Ltd.

Jun. 2003

Member of the Board, Deputy President Executive Officer, and Chief
Financial Officer (CFO) of Mitsubishi Motors Corporation

Jun. 2005

Senior Managing Director of SEGA SAMMY HOLDINGS INC.

Jun. 2010

Director, Chairman and President of Metropolitan Expressway Company
Limited

Oct. 2012

Audit & Supervisory Board Member of Bit-isle Inc. (currently, Equinix,Inc.)

May 2014

Director, Executive Vice President and COO of Shioya Tochi Co., Ltd.

Jun. 2015

Audit & Supervisory Board Member of Higashi-Nippon Bank, Ltd.

Apr. 2016

Audit & Supervisory Board Member of Concordia Financial Group, Ltd.
(current position)

Apr. 2019

Vice Chairman & President of Japan Association of Corporate Executives

Jun. 2020

Outside Director of FANCL CORPORATION (current position)

Jun. 2020

Audit & Supervisory Board Member of Maeda Road Construction Co.,Ltd.

Apr. 2021

Representative Director of T Art Life Village (current position)

Jun. 2021

Non-executive Director of Maeda Road Construction Co., Ltd (current
position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Audit & Supervisory Board Member of Concordia Financial Group, Ltd.
Outside Director of FANCL CORPORATION
Representative Director of T Art Life Village
Non-executive Director of Maeda Road Construction Co., Ltd.
Reasons for nomination as candidate for outside Director
He has deep insight based on business execution and operating results as a corporate manager
of banks and the automotive industry, and experience in outside director of another company.
Furthermore, as an outside Director, he has provided advice and suggestions at the meetingsof the Board of Directors, etc. from his aforementioned perspective. Expecting that hesupervises the business execution of the Company and gives advice on the overallmanagement, the Company has nominated him again as a candidate for outside Director.

- 10 -

6

No.

Seiichiro
Yonekura

Number of shares of the Company held

(May 7, 1953)

8/9 meetings (89%)

Tenure as outside Director

0 shares9 months

Attendance at Board of Directors Meetings

Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Jun. 1990

PhD, Harvard Graduate School of Arts and Sciences

Apr. 1995

Professor, Faculty of Commerce and Management of Hitotsubashi
University

Apr. 1997

Professor of Hitotsubashi University Institute of Innovation Research

May 2003

Co-President of Group Strategic Planning Office of Sony Corporation(currently, Sony Group Corporation)

Apr. 2008

Director of Hitotsubashi University Institute of Innovation Research

Apr. 2011

Outside Director of Ten Nine Communications Inc. (current position)

Mar. 2012

Centre for Japanese Studies (GIBS), University of Pretoria

Apr. 2017

Professor of Hosei University Graduate School of Innovation Management(current position)

Dec. 2019

Representative Director of Creative Response-Social Innovation School(current position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Outside Director of Ten Nine Communications Inc.
Professor of Hosei University Graduate School of Innovation Management
Representative Director of Creative Response-Social Innovation School
Reasons for nomination as candidate for outside Director
He has abundant practical experience and specialized knowledge as a professor and amanagement scholar. Furthermore, he has provided advice and suggestions. Expecting that hesupervises the business execution of the Company and gives advice on the overallmanagement, the Company has nominated him again as a candidate for outside Director.

- 11 -

7

No.

Koichi Moriya(August 13, 1957)

Number of shares of the Company held
Tenure as outside Director

0 shares9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Apr. 1981

Joined PIONEER CORPORATION

Jun. 2013

Executive Officer of PIONEER CORPORATION
Chairman and President of Pioneer China Holding Co., Ltd.

Jun. 2015

Senior Executive Officer, in charge of HR, General Affairs andInformation System, of PIONEER CORPORATION

Jun. 2017

Director and Senior Executive Officer (in charge of HR, General Affairs,
Information System, Legal Risk Management, Environment, CSR,
Corporate Communications & IR and Audit)

Jun. 2018

Representative Director, President and CEO

Jan. 2020

Director

Jun. 2020

Non-executive Director of Maeda Road Construction Co., Ltd. (current
position)

Jun. 2020

Outside Director of KOSAIDO Co., Ltd.

Jun. 2021

Outside Director and Vice Chairperson of Investment Committee of CoolJapan Fund Inc. (current position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Non-executive Director of Maeda Road Construction Co., Ltd.
Outside Director and Vice Chairperson of Investment Committee of Cool Japan Fund Inc.
Reasons for nomination as candidate for outside Director
He has deep insight based on business execution and operating results as a corporate manager
at an electric-appliance manufacturer. Furthermore, he has provided advice and suggestions
at the meetings of the Board of Directors, etc. from his aforementioned perspective. Expectingthat he supervises the business execution of the Company and gives advice on the overallmanagement, the Company has nominated him again as a candidate for outside Director.

- 12 -

8

No.

Rie Murayama(May 1, 1960)

Number of shares of the Company held
Tenure as outside Director

0 shares9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)

Reappointment
OutsideIndependent

Nov. 1988

Joined CS First Boston Inc.

Mar. 1993

Joined Goldman Sachs Japan Co., Ltd., Tokyo Branch

Nov. 2001

Managing Director

Apr. 2014

Director of National Center for Global Health and Medicine

Jun. 2016

External Director of RENOVA, Inc.

Apr. 2017

Chairman & Representative Director of ComTech, Ltd.

Jun. 2017

External Director of KATITAS Co., Ltd.

Jun. 2019

Outside Director of Shinsei Bank, Limited

Jun. 2020

Non-executive Director of Maeda Corporation (current position)

Jul. 2021

Outside Director of Ricecurry Inc. (current position)

Aug. 2021

Representative Director of theAstate Inc. (current position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Non-executive Director of Maeda Corporation
Outside Director of Ricecurry Inc.
Representative Director of theAstate Inc.
Reasons for nomination as candidate for outside Director
She has abundant practical experience at several investment banks and deep insight based onher experience serving as an outside director and other positions of other companies.
Furthermore, she has provided advice and suggestions at the meetings of the Board of
Directors, etc. from her aforementioned perspective. Expecting that she supervises thebusiness execution of the Company and gives advice on the overall management, theCompany has nominated her again as a candidate for outside Director.

- 13 -

9No.

Atsushi Takagi(October 3, 1967)

Number of shares of the Company held
Tenure as outside Director

0 shares9 months

Attendance at Board of Directors Meetings

9/9 meetings (100%)Career Summary, and Positions and Responsibilities at the Company(Significant Positions Held at Other Companies)
Apr. 1991

Joined Nomura Research Institute, Ltd.

Sep. 1997

Joined Morgan Stanley Japan Ltd.

Dec. 2004

Managing Director

Oct. 2015

Deputy General Manager of Research DivisionNov. 2019

Representative Director of Infrastructure Research & Advisors Co., Ltd.
(current position)

Jun. 2020

Non-executive Director of Maeda Corporation (current position)

Oct. 2021

Outside Director of the Company (current position)(Significant Positions Held at Other Companies)
Reappointment
OutsideIndependent

Notes:

Representative Director of Infrastructure Research & Advisors Co., Ltd.
Non-executive Director of Maeda Corporation
Reasons for nomination as candidate for outside Director
He has practical experience as an analyst at several securities firms, broad knowledge ofcorporate finance and deep insight about infrastructure. Furthermore, he has provided advice
and suggestions at the meetings of the Board of Directors, etc. from his aforementioned
perspective. Expecting that he supervises the business execution of the Company and gives
advice on the overall management, the Company has nominated him again as a candidate foroutside Director.

1. There is no special interest between any of the candidates and the Company.
2. Keiichiro Hashimoto, Seiichiro Yonekura, Koichi Moriya, Rie Murayama and Atsushi Takagi are candidates foroutside Director. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Hashimoto, Mr.
Yonekura, Mr. Moriya, Ms. Murayama and Mr. Takagi have been designated as independent officers. If this
proposal is approved, the Company plans for their designation as independent officers as stipulated by the Tokyo
Stock Exchange.
3. Reasons why, in cases where the candidate has never been involved in the management of a company by methods
other than being an outside officer in the past, the Company judges a candidate for outside Director to be capableof appropriately performing duties as an outside Director despite being a candidate who has never been involvedin the management of a company
Seiichiro Yonekura has a specialist viewpoint and broad knowledge as a professor and a management scholar.
Accordingly, the Company judges that Mr. Yonekura is capable of appropriately performing his duties as an outside
Director.
4. Limited liability agreements
The Company has entered into agreement with Keiichiro Hashimoto, Seiichiro Yonekura, Koichi Moriya, Rie
Murayama and Atsushi Takagi to limit their liability to the extent permitted by laws and regulations, and if theirreelection is approved, the Company plans to renew this agreement with them.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The insurance policy covers losses incurred fromamounts of indemnification and litigation expenses, etc. to be borne by the insureds in cases where a damage claim
has been filed by shareholders or a third party, etc. The insureds under the policy are the Directors of the Company,
and the Company plans to renew the policy with the same terms and conditions as present.
6. Rie Murayama’s name on the family register is Rie Shiga.

- 14 -

[Reference] The management system after the resolution of Proposal No. 2

○

○

○

Hirotaka
NishikawaDirector
Audit Committee Member○○

Masaaki Shioiri

Director
Executive Officer
Nominating Committee Member

○

○

○

Keiichiro
HashimotoOutside Director
Chairperson of the Board of Directors
Nominating Committee Member
Chairperson of Audit Committee○○

Outside Director

Seiichiro Yonekura Nominating Committee Member

Compensation Committee Member

○

○

○

○

○

○

○

○

○

○

○

○

○

○

- 15 -○

ESG / Sustainability

Kazunari Kibe

Director
Representative Executive Officer andPresident
Nominating Committee Member
Compensation Committee Member

IT /Digital transformation○

Global perspective /Overseas business
management○

Technology / R&D /Quality / Safety○

HR development /Labor management

Director & Chairperson
Compensation Committee Member

Internal control /Risk management

Business strategy /Industry knowledge

Soji Maeda

Sales / Marketing

Positions at the Company

Finance / Accounting

Name

Business management /M&A

Expected roles and expertise○○Atsushi Takagi

Outside Director
Nominating Committee Member
Chairperson of Compensation Committee
Audit Committee Member○○(Note) The above list does not represent all the expertise possessed by each Director.

- 16 -○

Technology / R&D /Quality / Safety○

ESG / Sustainability

○

○

IT /
Digital transformation○○

Global perspective /Overseas business
management

Outside Director
Nominating Committee Member
Compensation Committee Member

HR development /Labor management

Rie Murayama○

Internal control /Risk management

Koichi Moriya

Outside Director
Chairperson of Nominating Committee
Compensation Committee Member
Audit Committee Member

Sales / Marketing

Finance / Accounting

Positions at the Company

Business strategy /Industry knowledge

Name

Business management /M&A

Expected roles and expertise

○

○

○

○

○