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.

Securities Code: 6165
June 3, 2022
To our shareholders:
Tetsuji Morikubo
Representative Director
PUNCH INDUSTRY CO., LTD.
6-22-7 Minami-oi, Shinagawa-ku, Tokyo

Notice of the 48th Annual General Meeting of Shareholders
We are pleased to announce the 48th Annual General Meeting of Shareholders of PUNCH INDUSTRY CO., LTD.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via theInternet. Please review the “Reference Documents for the General Meeting of Shareholders” provided
hereinbelow, and exercise your voting rights by 6:00 p.m. (JST) on Wednesday, June 22, 2022.
1. Date and TimeThursday, June 23, 2022 at 10:00 a.m. (JST)

2. Venue

A+B Meeting Room, Single Building 3F, Ours Inn Hankyu
1-50-5 Oi, Shinagawa-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 48th fiscal year (from April 1, 2021 toMarch 31, 2022), and audit results of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the 48th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)- When you attend the meeting in person, you are kindly requested to present the enclosed voting form at the reception desk.
- Pursuant to the laws and regulations and Article 14 of the Company’s Articles of Incorporation, “System to Ensure theAppropriateness of Operations and Its Operational Status” in the Business Report as well as “Notes to Consolidated Financial
Statements” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website and accordingly, are notincluded in the attachments to this notice.
As such, the documents attached to this notice are part of the Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements audited by the Audit & Supervisory Committee for the audit report and the Accounting Auditor
for the accounting audit report.
- If any amendments are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, or Non-consolidated Financial Statements, such changes will be posted on the Company’s website.
The Company’s website
http://www.punch.co.jp/english/-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company considers return of profit to its shareholders as one of its management priorities, at the same asrecognizing enhancement of its corporate value through the growth and expansion of its businesses as the mostimportant priority.
In terms of profit distribution, our basic policy is to pay stable dividends constantly and emphasize linkage to theconsolidated business results while securing internal reserves necessary for future business development andmanagement structure enhancement. The Company intends to make appropriate profit distributions from acomprehensive viewpoint based on its financial position, profit level, dividend payout ratio, and others.
In accordance with such policy, the Company takes the operating results of the fiscal year under review and otherfactors into consideration and proposes to pay year-end dividends for the fiscal year as follows:
Since the Company paid an interim dividend of ¥4 per share, the annual dividend for the current fiscal year will be¥13 per share.
1
2

3Type of dividend property
Cash
Allotment of dividend property and total amount thereof¥9 per common share of the Company
Total dividends ¥198,508,788
Effective date of dividends of surplus
June 24, 2022-2-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to come into effect on September 1, 2022, theCompany proposes making the following changes to its Articles of Incorporation, as a system for providing
informational materials for the General Meeting of Shareholders in electronic format will be introduced.
(1) We will newly establish the proposed Article 14 (Measures, etc. for Providing Information in Electronic
Format), paragraph (1) to stipulate that the Company will take measures for providing information that
constitutes the content of reference documents for the General Meeting of Shareholders, etc. in electronic
format.
(2) Concerning the matters for which measures will be taken with regard to the electronic provision of
information contained in Reference Documents for the General Meeting of Shareholders, we will newly
establish the proposed Article 14 (Measures, etc. for Providing Information in Electronic Format),paragraph (2). This will limit the extent of the material contained in documents sent to shareholders who
have requested them to the scope specified by Ministry of Justice Ordinance.
(3) Upon the introduction for the system of providing informational materials for the General Meeting of
Shareholders in electronic format, as the provisions in Article 14 of the current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of
Shareholders, Etc.) will no longer be required, they will be deleted.
(4) Supplementary provisions regarding when the above newly established and deleted provisions will go into
effect will be provided. These supplementary provisions shall be deleted after a determined date.
2. Details of the amendments
Changes proposed are described below.
The Present Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
Regarding the Company convening a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(The proposed amendment is underlined)
Proposed Amendment(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 14
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to state all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-3-

The Present Articles of Incorporation
Supplementary Provisions(Newly established)

Proposed Amendment
Supplementary Provisions
Article 1
1. The deletion of the provisions of Article 14 of the Articles
of Incorporation before the amendment and establishmentof new provisions of Article 14 of the Articles ofIncorporation after the amendment shall be effective from
September 1, 2022, which is the date of enforcement of therevised provisions provided for in the proviso to Article 1of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019).
2. Notwithstanding the provision(s) of the preceding
paragraph, Article 14 of the Articles of Incorporation
before amendment (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) shall remain effective regarding any
General Meeting of Shareholders held within six months of
September 1, 2022.
3. The provisions of this Article shall be deleted when six
months have elapsed from September 1, 2022 or threemonths from the date of the General Meeting of
Shareholders referred to in the preceding paragraph,
whichever is later.

-4-

Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this General Meeting of Shareholders, the terms of office of all seven Directors will expire(Excluding directors who are Audit & Supervisory Committee members. The same applies for the proposal below).
Therefore, the Company proposes the election of seven Directors.
Each candidate for Director has been selected by the Board of Directors after deliberation at the Nomination &Remuneration Committee, a majority of which are independent Outside Directors.
Upon reviewing the deliberations of the Nomination & Remuneration Committee and the policies for nominating
candidates for Director, the Company’s Audit & Supervisory Committee has determined that there are no special
matters with regard to this proposal to be stated at the General Meeting of Shareholders as required by the provisionsof the Companies Act.
The candidates for Director are as follows.
Candidate
No.

Name

Current position in the Company
Representative Director
President, Chief Executive Officer
Director
Managing Executive Officer, Chief Operating Officer
Director
Senior Executive Officer, Chief Financial Officer
Director
Senior Executive Officer, Chief Operating Officer

1

Tetsuji Morikubo

2

Yasuhiro Sanada

3

Takao Murata

4

Akira Takanashi

5

Susumu Sugita

Director

6

Naruhiko Takatsuji

Outside Director

7

Mariko Ohsato-

Attribute

Reelection
Reelection
Reelection
Reelection
Reelection
Reelection
OutsideIndependent
New election
OutsideIndependent

Attendanceat Board of
Directors
meetings
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
12/12(100%)-/-

Reelection:
Candidate for Director to be reelected
New election:
Candidate for Director to be newly elected
Outside:Candidate for outside Director
Independent:
Candidate for independent officer
Note: The number of Board of Directors meetings Mr. Susumu Sugita attended includes those during his tenure as an Audit &Supervisory Board Member.
The number of Board of Directors meetings Mr. Naruhiko Takatsuji attended consists of all those since his appointment as a
Director on June 23, 2021.

-5-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
May 2003
Feb. 2005

1

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
Nov. 2012
General Manager of Value Creation Office of
the Company
Apr. 2013
General Manager of Corporate Planning Office
Apr. 2015
Seconded to PUNCH INDUSTRY MALAYSIA
SDN. BHD.
Tetsuji Morikubo
Dec. 2015
Representative Director of PUNCH(January 12, 1977)
INDUSTRY MALAYSIA SDN. BHD.
Apr. 2016
Executive Officer of the Company
Reelection
June 2018
Director and Senior Executive Officer in
663,000
Attendance at Board ofCharge of Corporate Strategy
Directors meetings in FY2021 Apr. 2019
Chief Strategy Officer in Charge of Group
16/16
Business Management
June 2019
Representative Director (incumbent) and Vice
Tenure as Director
President
4 years
Nov. 2019
President and Chief Executive Officer
in charge of the Punch Industry Group(incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Tetsuji Morikubo and theCompany.
Reasons for nomination as candidate for Director
Since taking the office of Director of the Company in June 2018, Mr. Morikubo has been overseeing the entire businessof the Punch Industry Group, with a focus on management and business development strategies. Furthermore, since
becoming President and Chief Executive Officer in November 2019, he has worked hard for the growth of the Groupand to improve corporate value as a top executive of the Punch Industry Group by utilizing his business experience at
the Company and the Punch Industry Group in China and Southeast Asia. In fiscal 2021, he set clear targets for thehigh-profitability of the Company, worked to build a strong management structure, and oversaw the highest earnings
since the Company listed. As such, the company requests that he be reelected as Director to oversee the Group’s
management, execute the “Value Creation 2024” mid-term business plan, and direct the further growth of the Group
while enhancing its corporate value.

-6-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
May 1988
May 2002

2

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager of PUNCH
INDUSTRY (DALIAN) CO., LTD.
Apr. 2008
General Manager of Sales Department of theCompany
Jan. 2010
General Manager of PUNCH INDUSTRY(DALIAN) CO., LTD.
Yasuhiro Sanada
July 2011
Executive Officer of the Company and(January 7, 1959)
Chairman of PUNCH INDUSTRY (DALIAN)
CO., LTD.
Reelection
June 2012
Director (incumbent)
Apr. 2016
Executive Officer and Chief Operating Officer
34,546
Attendance at Board of
in Charge of Business Supervision
Directors meetings in FY2021
June 2017Managing Executive Officer and Chief
16/16
Operating Officer (incumbent)
June 2018
In Charge of Overseas Business
Tenure as Director
Apr.
2019
In
Charge of Sales and General Manager of
10 yearsMarketing & Sales Headquarters
June 2021
In Charge of Sales (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Yasuhiro Sanada and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2012, Mr. Sanada has led the Punch Industry Group’s global
expansion as a top executive by utilizing his business experience at the Company and the Punch Industry Group in
China. Since 2019, in his role in charge of sales, he has focused on cultivating new demand and securing orders. As
such, the company requests that he be reelected as Director to oversee further global expansion and the implementationof various sales strategies in his aforementioned role, and to be responsible for the execution of the growth strategies
laid out in the “Value Creation 2024” mid-term business plan.

-7-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 1984

3

Number of theCompany’s shares
ownedJoined Victor Company of Japan, Limited(currently JVCKENWOOD Corporation)
Nov. 1998
Seconded to JVC Electronics Malaysia Sdn.
Bhd. as General Manager of Accounting
Department
Oct. 2008
Senior Manager of Finance Strategy Divisionof JVCKENWOOD Holdings, Inc. (currently
JVCKENWOOD Corporation)
Takao Murata
July 2010
General Manager of Accounting & Tax(October 4, 1959)
Supervisory Department of Finance Strategy
Division of JVCKENWOOD Holdings, Inc.
Reelection
Dec. 2010
Joined the Company as Deputy General
Manager of Accounting Department
29,135
Attendance at Board ofGeneral Manager of Accounting Department
Directors meetings in FY2021 Apr. 2011
July 2011
Executive Officer
16/16
June 2012
Director (incumbent)
Tenure as Director
June 2016
Executive Officer and Chief Financial Officer
10 yearsJune 2017
Senior Executive Officer and Chief Financial
Officer (incumbent)
June 2018
In Charge of Administration (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Takao Murata and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2012, Mr. Murata has overseen the Group’s administration
department by utilizing many years of experience and insights in finance and accounting. In addition to centrally
managing the Group’s human, material, financial and information resources, he has promoted reforms in working-styleand corporate governance. As such, the company requests that he be reelected as Director. He will continue to be incharge of administration and will be the Executive Officer responsible for strengthening the foundation of the “Value
Creation 2024” mid-term business plan, especially in regards to promoting financial and sustainability strategies andhuman capital management.

-8-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Aug. 1989
Apr. 2008

4

5

Number of theCompany’s shares
ownedJoined the Company
Seconded to PUNCH INDUSTRY (DALIAN)
CO., LTD.
July 2013
General Manager of PUNCH INDUSTRY(DALIAN) CO., LTD.
June 2015
Executive Officer of the Company and
Chairman of PUNCH INDUSTRY (DALIAN)
Akira TakanashiCO., LTD.
(May 14, 1969)
June 2017
Senior Executive Officer of the Company(incumbent)
Reelection
Apr. 2018
General Manager of Manufacturing
Headquarters and General Manager of
18,354
Attendance at Board ofMarketing & Sales Headquarters
Directors meetings in FY2021
June 2018
Director (incumbent) in Charge of Domestic
16/16
Businesses
Apr. 2019
Chief Operating Officer (incumbent) in Charge
Tenure as Directorof Manufacturing and General Manager of
4 years
Manufacturing Headquarters
June 2021
In Charge of Manufacturing (incumbent)[Significant concurrent positions outside the Company]
There are no significant concurrent positions assumed.
[Relationship of special interest in the Company]
There is no special interest between Akira Takanashi and theCompany.
Reasons for nomination as candidate for Director
Since taking office of Director of the Company in June 2018, Mr. Takanashi has been a powerful force in improving theGroup’s manufacturing capabilities and product quality as head of manufacturing by utilizing his business experience at
the Company and the Punch Industry Group in China. As such, the company requests that he be reelected as Director.
He will continue to be in charge of manufacturing, and will be the Executive Officer to lead reforms in productivity andstrengthen R&D at production bases in Japan and overseas while realizing improvement in corporate value under the“Value Creation 2024” mid-term business plan.
Apr. 1970
Joined ALPS ELECTRIC CO., LTD. (currently
ALPS ALPINE CO., LTD.)
June 1987
Joined the Company
Susumu Sugita
May 2000
General Manager of Sales Department of the(February 20, 1952)
Company
Apr. 2005
Executive Officer of the Company
Reelection
June 2010
Director
June 2011
Managing Director
19,186
Attendance at Board ofJune 2014
Senior Managing Director
Directors meetings in FY2021
June 2015
Full-time Audit & Supervisory Board Member
16/16
June 2021
Director (incumbent)[Significant concurrent positions outside the Company]
Tenure as Director
There are no significant concurrent positions assumed.
1 year[Relationship of special interest in the Company]
There is no special interest between Susumu Sugita and theCompany.
Reasons for nomination as candidate for Director
Mr. Sugita oversaw the Group’s sales, manufacturing, and development departments for five years as Director startingin June 2010 and has been serving as a full-time Audit & Supervisory Board Member for six years since taking office inJune 2015. Furthermore, since assuming the position of Director in June 2021, he has helped strengthen the Internal
Audit Department through his in-depth knowledge of the Group’s business. As such, the company requests that he bereelected as Director, where he will continue to strengthen the Internal Audit Department.

-9-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company
Apr. 2000

6

Number of theCompany’s shares
ownedJoined the Ministry of Economy, Trade andIndustry
June 2007
Joined M&A Advisory Services Department of
Sumitomo Mitsui Banking Corporation
July 2009
Analyst at Toward the Infinite World, Inc.
June 2011
In charge of Public Relations and IR of General
Administration Department of Nabtesco
Corporation
Jan. 2013
Senior Analyst at Analysis Team of Uzabase,Inc.
May 2014
Senior Analyst at Ichiyoshi Securities Co., Ltd.
(Seconded to ICHIYOSHI RESEARCHINSTITUTE INC.)
Naruhiko Takatsuji
July 2020
Senior Economist and Senior Analyst at(October 4, 1977)
Information Distribution Section of FISCO Ltd.
Apr. 2021
Part-time lecturer at Graduate School of Law,
Reelection
Aoyama Gakuin University (incumbent)
OutsideApr. 2021
Visiting Researcher at Tama University Center
Independent
for Social Investment (incumbent)
June 2021
Outside Director of the Company (incumbent)
Attendance at Board ofJune 2021
Outside Director (Audit & Supervisory
Directors meetings in FY2021
Committee Member) at YAMASHIN-FILTER
12/12
CORP. (incumbent)
Jan. 2022
Visiting Professor, Johokeiei Innovation
Tenure as Outside Director
Senmonshoku University (incumbent)
1 year
Feb. 2022
Founded Japan Institute of Governance andCorporate Value
Director and Economic Analyst (incumbent)
Apr. 2022
Part-time Lecturer at Tokyo City University,
Department of General Education (incumbent)[Significant concurrent positions outside the Company]
Director and Economic Analyst at the Japan Institute ofGovernance and Corporate Value
Outside Director (Audit & Supervisory Committee Member) at
YAMASHIN-FILTER CORP.
[Relationship of special interest in the Company]
There is no special interest between Naruhiko Takatsuji and theCompany.
Reasons for nominating as candidate for Outside Director, expected roles and judging him capable ofappropriately fulfilling duties
Mr. Takatsuji brings to the Company his knowledge and insight as an expert in corporate finance, economic andcorporate analysis, the machinery industry, and investor relations. He has provided helpful advice on the Company’s
management strategy from an independent and objective standpoint. As a member of the Nomination & Remuneration
Committee, he has expressed objective and clear views on the selection and remuneration of candidates for Company
office. As such, the company requests that he to be reelected as an Outside Director so the Group can continue toreceive advice from him that will contribute to its growth and the improvement of corporate value.
Although he has never been involved in the management of a company other than as an Outside Director, for thereasons stated above, we are confident that he will continue to appropriately perform his duties in that position.

- 10 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company

Number of theCompany’s shares
owned

Apr. 1986
June 1992

7

Notes:

Joined IBM Japan, Ltd.
Earned Master of Business Administration(MBA) from Kellogg School of Business,
Northwestern University
Sep. 1992
Joined Uniden Holdings Corporation (Formerly
Uniden Corporation)
June 1997
Director of IDS Corporation
July 2005
Established Arc Communications Inc.
Representative Director (incumbent)
June 2016
Director, Japan Public Relations Association(incumbent)
Mariko Ohsato
Apr. 2018
Part-time Lecturer, Department of Sport(April 22, 1963)
Sciences, Waseda University
Apr. 2019
Vice President, Japan Orienteering Association
New election(incumbent)
OutsideSep. 2020
Outside Director, Uniden Holdings Corporation
Independent
Nov. 2021
Outside Director (Audit & Supervisory
Committee Member) at Uniden Holdings
Corporation (incumbent)[Significant concurrent positions outside the Company]
Representative Director of Arc Communications Inc.
Outside Director (Audit & Supervisory Committee Member) at
Uniden Holdings Corporation
Vice President of the Japan Orienteering Association[Relationship of special interest in the Company]
There is no special interest between Mariko Ohsato and theCompany.
Reasons for nomination as candidate for Outside Director and expected roles
Ms. Ohsato has a proven track record of steadily expanding business as a corporate manager. She has extensive
experience and knowledge, including as an Outside Director of listed companies and a board member of variousorganizations. Given her managerial experience at other companies, we believe that she will contribute to theCompany’s decision-making on important management matters while helping monitor the execution of business, while
also being an asset in diversifying the Board of Directors. As such, the Company requests her to be elected as an
Outside Director. As a member of the Nomination & Remuneration Committee, she will provide objective and clear
opinions on the selection of candidates for the Company’s officers and the appropriateness of their remuneration. The
Company also looks forward to her helpful advice on efforts to promote women’s empowerment in the organization.
1. Mr. Naruhiko Takatsuji and Ms. Mariko Ohsato are candidates for Outside Director.
2. Mr. Takatsuji and Ms. Ohsato satisfy the “Independence Criteria for Outside Directors” stipulated by the Company.
3. The Company has entered into agreements with Mr. Takatsuji to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the Act. If he is reelected
as Director, the Company plans to continue the agreements with him. If Ms. Ohsato is elected as Director, the Company
plans to enter into the same limited liability agreement with her.
4. The Company has entered into a Directors and Officers liability insurance contract with an insurance company as provided
for in Article 430-3, paragraph (1) of the Companies Act. If elected to the Board of Directors, each candidate will be
insured under the policy. The said insurance contract is intended to cover damages, litigation expenses, etc. to be borne by
the insured, including Directors and Audit & Supervisory Board Members of the Company, upon a claim for damages
filed by a shareholder, third party, etc. Certain exclusions apply, however, and damages such as those caused by willful
misconduct or gross negligence may not be compensated. In addition, the full insurance premium will be paid by theCompany. The said insurance contract is planned to be renewed with the same terms and conditions upon the next renewal.
5. The Company has submitted notification to the Tokyo Stock Exchange for Mr. Takatsuji as an independent officer as
provided for by the aforementioned exchange. If he is reelected as Director, the Company plans to continue to designate
him as an independent officer. If Ms. Ohsato is elected as Director, the Company plans to submit notification for her as anindependent officer.
6. Mr. Susumu Sugita has served as a Director for five years before assuming office as an Audit & Supervisory Board Member,bringing his total length of service as a Director for 6 years. Moreover, his tenure as Audit & Supervisory Board Member
was six years.

- 11 -

<Reference> Skill matrix of the Board of Directors assuming Proposal No. 3 is approved in its original form
We have set are “Expand new and existing businesses,” “Strengthen production systems” and “Strengthen R & D”
as priority management initiatives in the “Value Creation 2024” three-year mid-term business plan beginning in fiscal
2022. As a management foundation that supports these initiatives, we recognize the importance of “DX promotion,”“financial strategy,” and “sustainability.” To achieve plan objectives, we will continue to consider the knowledge,
experience, abilities and diversity required for the Board of Directors of the Company.
Attribute, etc.
Name

Tenure(Age)

TetsujiMorikubo

4 years

Yasuhiro
Sanada10 years(45)

Corporate
Independence, management/
committees, etc.
Businessstrategy
Nomination &Remuneration

(63)

Takao

10 years

Murata

(62)

Akira

4 years

Takanashi(53)

SusumuSugita12 yearsNaruhiko
Takatsuji

1 yearMarikoOhsato–Experiences and knowledge beneficial for
management and business operations
Manufacturing/
Sales/
GlobalTechnology/
Marketing
Quality

◎

●

◎

●

(59)

MinoruKawano1 yearYoriatsu

10 years

Matsue(65)

Tomoo
Suzuki1 year(65)(64)

Financialaccounting

◎

●

●
●

Audit andSupervisory
Independent
OutsideAudit andSupervisory
Independent
OutsideAudit andSupervisory

●

●

◎

●

●
●

Independent
OutsideNomination &Remuneration
Independent
OutsideNomination &Remuneration

Legal/
Personnel/ Labor/
Compliance/
Human resources
Risk
development
management

●

●

(70)

(44)

Experience and knowledge forthe foundation of management

●

●

●

●

●

●

●

●

●

●

●

●

1. For Mr. Susumu Sugita and Mr. Yoriatsu Matsue, their years in office as Director and Audit & Supervisory Board Member in thepast are also totaled in their tenure.
2. ◎ indicates an individual with top management experience at a company (including a subsidiary).
3. The descriptions include the main experience, knowledge, and expertise of each Director, and is not a comprehensive list.
4. Age is at the time of this Annual General Meeting of Shareholders.
Skill set
Corporate management/

Reason for inclusion
Necessary for important corporate decision-making, managerial judgment, and formulation of strategy for sustainable

Business strategy

growth of the company and enhancement of corporate value over the medium to long term

GlobalNecessary for further acceleration of future global expansion

Manufacturing/ Technology/

Necessary to enhance sources of added value, namely manufacturing expertise, technical skills and quality and to

Qualitypromote development of new technology and improve capital efficiency by improving productivity

Sales/ Marketing

Necessary for achieving sales and further growth through development of new products and markets

Financial accounting

Necessary to ensure management soundness, promote strategic investments for growth and realize appropriate
shareholder returns

Legal/ Compliance/

Necessary to ensure management fairness and transparency, and to appropriately respond to various risks apt to occur in

Risk management

corporate activities

Personnel/ Labor/

Necessary for the development of human resources capable of achieving management strategies by formulating andHuman resources development operating fair and appropriate personnel systems and fostering environments that maximize individual abilities.

- 12 -

Policy and Procedure in Nominating Candidates for Director
Candidates are proposed by the Representative Director provided that the following requirements are met, anddetermined by the Board of Directors after deliberation on their eligibility at the Nomination & Remuneration
Committee, a majority of which are independent outside directors.
Requirements for Directors
(i)
(ii)
(iii)
(iv)

The person has personality and insight that is appropriate for a director of a listed company
The person has no health issues, both physically and mentally, in performing duties as Director
The person has excellent managerial judgment and management execution capabilities
The person has sufficient experience and knowledge to fulfill duties as Director in relation to the operationsof the Company and its Group(v) The person has abundant expertise/experience and is a talented individual who can contribute to sustainablegrowth of the Company and increase in corporate value over the medium to long term(vi) His/her concurrent assignments as officer at other companies are within reasonable limits, allowing him/her
to allocate sufficient time and efforts to businesses as Director of the Company(vii) Independence from a person with responsibility to execute business(viii) Ability to maintain integrity and objectivity(ix) At least one Director should preferably have reasonable knowledge on finance and accounting

Note: Among the above, (i) to (iv) are requirements for internal Directors, (i) to (iii) and (v) and (vi) are those for
Outside Directors, and (vii) to (ix) in addition to the above mentioned are those for Directors who are Audit andSupervisory Committee Members.
Criteria for Independence of Outside Directors
If a person does not fall under any of the below items in addition to meeting the requirements for outside directors
for the purpose of the Companies Act, the Company judges the relevant outside director to have independence withno risk of conflict of interest with general shareholders.
(i)

A person with the current responsibility to execute business*1 of the Company and its affiliates (the Group
hereinbelow), or who has had such responsibility in the past(ii) A party who has the Group as a major trading partner*2 or a person with responsibility to execute businessfor such party(iii) A major trading partner of the Group or a person with responsibility to execute business for such trading
partner(iv) A major shareholder*3 of the Company or a person with responsibility to execute business for suchshareholder(v) A person with responsibility to execute business for a company of which the Group is a major shareholder(vi) A person who belongs to an auditing corporation which acts as Statutory Accounting Auditor of the Company(vii) A lawyer, certified public accountant, tax accountant, or consultant, etc. who receives a large amount*4 ofmoney or other financial benefits other than officers’ remuneration from the Group. Where a relevant person
who receives such benefits is an entity such as a corporation or association, persons who belong to such
entity are included.
(viii) A party who receives a large amount of donations or grants from the Group, or a person with responsibility
to execute business for such party(ix) A financial institution or its affiliated company from which the Group borrows money in excess of 2% of its
consolidated total assets as at the end of the most recent fiscal year, or a person with responsibility to executebusiness for such companies(x) Where a person with responsibility to execute business for the Group concurrently assumes office of outside
officer of another company, a person with responsibility to execute business for such other company or its
affiliates(xi) A person who has fallen under (ii) to (x) in the above during the past three years(xii) Where a person who falls under (i) to (xi) in the above assumes an important post (an officer or employee ina General Manager post or other equivalent positions), his/her spouse and relative within the second degreeof kinship
Notes:*1 A person with responsibility to execute business: executive director, executive officer, officer in charge of theexecution of the operations of other entities, etc., and staff member/employee who executes business- 13 -

*2 Major trading partner: A trading partner where the amount of business with such partner exceeds 2% of its
consolidated sales during the most recent financial year
*3 Major shareholder: A shareholder who possesses 10% or more of voting rights, including direct and indirectownership*4 A large amount: More than ¥10 million a year in the case of an individual, and more than an amount equivalent
to 2% of its annual total revenue in the case of an entity such as a corporation or association- 14 -