This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 7727
June 10, 2024
(Start date for electronic provision of documents: June 3, 2024)
To Shareholders with Voting Rights:
Jun Tanimoto
President and Representative
Director
OVAL Corporation
3-10-8 Kamiochiai, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 102nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 102nd Annual General Meeting of Shareholders of OVAL Corporation(the “Company”) will be held as described below.
Measures for electronic provision have been taken for the convocation of this General Meeting of
Shareholders, and matters to be provided electronically are posted on the following internet website as“Notice of the 102nd Annual General Meeting of Shareholders.”
The Company’s website: https://www.oval.co.jp/en/
In addition to the above website, matters to be provided electronically will also be posted on the Tokyo
Stock Exchange (TSE) website. Please access the following TSE website (TSE Listed Company Search),enter and search for “OVAL” in the “Issue name (company name)” search box or the Company’s
securities code “7727” in the “Code” search box, then select “Basic information” and “Documents for
public inspection/PR information” in order before checking “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” listed under “Filed information available
for public inspection.”
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders listed in thematters to be provided electronically, review the “Guide to Exercising Voting Rights” (available inJapanese only) and exercise your voting rights by 5:45 p.m. Japan time on Wednesday, June 26 2024.

1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
Meeting room of the Company’s head officelocated at 3-10-8 Kamiochiai, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 102nd Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit and-1-Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 102nd Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Five Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
Election of Three Directors Serving as Audit and Supervisory Committee
Proposal 3:
Members
4. Matters decided upon convocation(1) Of the matters to be provided electronically, the following matters are not included in the documents
delivered to shareholders who have requested delivery of the documents based on laws and regulations
and the provisions of Article 15, Paragraph 2 of the Company’s Articles of Incorporation.
Accordingly, the documents delivered to shareholders who have requested delivery of the
documents are part of the documents audited by the Accounting Auditor and the Audit and Supervisory
Committee in the course of preparing the Audit Report.
1) Company Systems and Policies:
System to Ensure Appropriateness of Business Operations and Operating Status Thereof
Basic Policy Regarding Control of the Company
2) Notes to the Consolidated Financial Statements in the Consolidated Financial Statements
3) Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements(2) If you exercise your voting rights both via the Internet and using the Voting Rights Exercise Form,the voting rights exercised via the Internet will be deemed valid. Moreover, if you exercise your voting
rights multiple times via the Internet, the last vote exercised will be deemed valid.
(3) If you do not indicate approval or disapproval of each proposal on the Voting Rights Exercise Formsent back to us, it will be treated as an indication of approval.

◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ If revisions are made to the matters to be provided electronically, we will post a notice to that effect,
the matters before and after the revision on the Company’s website and the TSE website listed
above.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
(Year-end dividend)
The Company recognizes that one of its most important management policies is to continue to return
profits to its shareholders. The Company’s basic policy is to determine profit distribution in acomprehensive manner, considering matters including the reinforcement of its management base and theimprovement of its financial structure in preparation for future development of its business.
Therefore, the Company proposes to pay a year-end dividend of ¥7 per share for the fiscal year
under review.
Combined with the interim dividend of ¥7 already paid, the total amount of the annual dividend willbe ¥14 per share, an increase of ¥5 from the previous fiscal year.
1. Type of dividend
Cash
2. Allocation of dividend assets and total amount thereof
The Company proposes to pay a dividend of ¥7 per common share.
In this case, the total amount of dividends will be ¥156,827,685, which is calculated bymultiplying the total number of shares issued excluding the number of treasury shares by theamount of dividend per share.
3. Effective date of dividends of surplus
June 28, 2024

-3-

Proposal 2:

Election of Five Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all five Directors (excluding Directors serving as Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of five Directors (excluding Directors serving as Audit
and Supervisory Committee Members).
The selection of candidates for Directors (excluding Directors serving as Audit and Supervisory
Committee Members) is decided by the Board of Directors after deliberation and recommendations by
the Nomination and Compensation Advisory Committee, whose majority is composed of Independent
Outside Directors (Audit and Supervisory Committee Members).
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members) are as follows.

-4-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Joined the Company
General Manager of Engineering Department
Executive Officer
General Manager of Engineering Department
Executive Officer
March 2003
Deputy Executive General Manager of Engineering
Division, General Manager of Engineering
Department
June 2004
Director and Executive Officer
Executive General Manager of Engineering
Division
March 2005
Director and Executive Officer
Executive General Manager of Engineering
Division, General Manager of Engineering
Department, attached to China Business Division
Jun Tanimoto
Director and Executive Officer
April 2008
Executive General Manager of Engineering(April 7, 1957)
Division, General Manager of Product Planning
Department[Reappointment]
October 2009
Director and Executive Officer, in charge of
227,600
managing Product Planning Department[Attendance at the
Executive General Manager of NFS Engineering
Board of Directors
Division, General Manager of New Businessmeetings]
Promotion Department and General Manager of
24/24
System Development Department
Director and Executive Officer, in charge ofApril 2010
overseeing Corporate Planning Office and in
charge of managing Product Planning Department
General Manager of New Business Promotion
Department
President and Representative Director, in charge ofJune 2011
overseeing Engineering Division and in charge ofmanaging Product Planning Department and New
Business Promotion Department
October 2011
President and Representative Director, in charge ofoverseeing Corporate Planning Office and in
charge of managing Audit Office
June 2012
President and Representative Director, in charge ofmanaging Audit Office and Corporate Planning
Office (current position)[Reason for nomination as candidate for Director]
After joining the Company in 1982, Mr. Jun Tanimoto has been engaged in engineering development inengineering departments, and since 2009 as General Manager of New Business Promotion Department, he has
exercised leadership in cultivating new markets. Since assuming the position of President and Representative
Director in 2011, he has formulated corporate strategies based on his excellent forward-thinking ability as the
top management and fully exercised leadership. The Company has deemed that his abundant businessexperience, achievements and insight are indispensable for the improvement of corporate value and mid-to-longterm growth of the Company in the future, and therefore renominated him as a candidate for Director forelection.
March 1982
April 2002
June 2002

1

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1983
April 2006
June 2009
June 2011

March 2017

April 2017

June 2019

Yoshio Asanuma(May 13, 1959)[Reappointment][Attendance at theBoard of Directors
meetings]
24/24
2

April 2020

June 2020

June 2021

June 2022

April 2023

June 2023

Number ofshares of theCompany held

Joined the Company
General Manager of Engineering Department andProduction Engineering Department
Executive Officer
General Manager of Engineering Department
Executive Officer
Executive General Manager of Engineering Division andGeneral Manager of Research and Development
Department
Executive Officer
General Manager of Research and Development
Department, General Manager of China Business
Promotion Office and Director of Beijing Office
Executive Officer
General Manager of System Engineering Department,
General Manager of China Business Promotion Office andDirector of Beijing OfficeDirector and Executive Officer, in charge of managing
Sales Division and Service Department
General Manager of System Engineering Department,
General Manager of China Business Promotion Office andDirector of Beijing OfficeDirector and Executive Officer, in charge of managing
Sales Division and Service Department
General Manager of System Engineering Department andGeneral Manager of China Business Promotion OfficeDirector and Executive Officer, in charge of managing
Manufacturing Division and Engineering Division
General Manager of System Engineering Department andGeneral Manager of China Business Promotion OfficeDirector and Executive Officer, in charge of managing
Administration Department and Marketing Department
General Manager of System Engineering Department andGeneral Manager of China Business Promotion OfficeDirector and Executive Officer, in charge of managing
Administration Department, China Business Promotion
Office and System Engineering Department
General Manager of China Business Promotion Office andGeneral Manager of System Engineering Department
Director and Executive Officer, in charge of managing
Administration Department and System Engineering
Department
General Manager of System Engineering Department
Director and Managing Executive Officer, in charge ofmanaging Administration Department and System
Engineering Department
General Manager of System Engineering Department(current position)

37,400[Reason for nomination as candidate for Director]
After joining the Company in 1983, Mr. Yoshio Asanuma has been engaged in various engineering development andnew product development in the engineering and research and development departments for many years. Sinceassuming the position of Executive Officer in 2009, as Executive Officer in charge of Engineering, Research andDevelopment and System Engineering Departments, he has contributed to improving the quality of products of theCompany and developing new products by drawing on his years of experience in engineering. He has also
contributed to developing China business as General Manager of China Business Promotion Office and Director of
Beijing Office. The Company has deemed that he is qualified to serve as Director in light of his wealth of businessexperience, achievements and insight, and therefore renominated him as a candidate for Director for election.

-6-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1992
April 2012
April 2013
June 2013
April 2016

April 2017
October 2018
Yoshiki Kato
(January 24, 1969)
June 2020[Reappointment]

3[Attendance at theBoard of Directors
meetings]
24/24

June 2021

April 2022
June 2022

June 2023

Joined the Company
General Manager of International Sales
Department
General Manager of Plant Sales Department
Executive Officer
General Manager of Plant Sales Department
Executive Officer
General Manager of Eastern Japan Sales
Department
Executive Officer
Executive General Manager of Sales Division
Executive Officer
Executive General Manager of Sales Division,
General Manager of International Sales
Department
Director and Executive Officer, in charge ofmanaging Service Department
Executive General Manager of Sales Division,
General Manager of International Sales
Department
Director and Executive Officer
Executive General Manager of Sales Division,
General Manager of International Sales
Department
Director and Executive Officer
Executive General Manager of Sales Division
Director and Executive Officer, in charge ofmanaging Sales Division
Executive General Manager of Sales Division
Director and Managing Executive Officer, incharge of managing Sales Division
Executive General Manager of Sales Division(current position)

Number ofshares of theCompany held

22,100[Significant concurrent positions]・Director of Sanyo Kiki Kentei Co.,Ltd.
[Reason for nomination as candidate for Director]
After joining the Company in 1992 and having gained experience in domestic and international sales
departments, Mr. Yoshiki Kato has led the international business of the Company. Since assuming the positionof Executive Officer in 2013 and Executive General Manager of Sales Division in 2017, he has controlled
domestic and international sales departments and contributed to expanding business by drawing on hisachievements and experience. The Company has deemed that he is qualified to serve as Director in light of his
wealth of business experience, achievements and insight, and therefore renominated him as a candidate for
Director for election.

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1985
May 2012
June 2017
June 2021

April 2022
Seiji Nikkuni(June 21, 1966)
April 2023
[Reappointment]

4[Attendance at theBoard of Directors
meetings]
23/24

June 2023

April 2024

Joined the Company
General Manager of Service Department
Executive Officer
General Manager of Service Department
Director and Executive Officer, in charge ofmanaging Quality Assurance Department,
Certification Business Office and Yokohama
Operation Center
Director of Yokohama Operation Center andGeneral Manager of Service Department
Director and Executive Officer, in charge ofmanaging Quality Assurance Department,
Certification Business Office, Service Department
and Yokohama Operation Center
Director of Yokohama Operation Center
Director and Executive Officer, in charge ofmanaging Quality Assurance Department, Service
Department and Yokohama Operation Center
Director of Yokohama Operation Center
Director and Senior Executive Officer, in charge ofmanaging Quality Assurance Department, Service
Department and Yokohama Operation Center
Director of Yokohama Operation Center
Director and Senior Executive Officer, in charge ofmanaging Quality Assurance Department, Service
Department, Inspection Department, andEngineering Department
Director of Yokohama Operation Center (current
position)

Number ofshares of theCompany held

20,303[Significant concurrent positions]・Director of Keihin Keisoku Co., Ltd.
・Director of OVAL ASIA PACIFIC PTE. LTD.
・Director of OVAL TAIWAN CO., LTD.
・Auditor of Sanyo Kiki Kentei Co.,Ltd.
[Reason for nomination as candidate for Director]
After joining the Company in 1985, Mr. Seiji Nikkuni has been engaged in the maintenance of products of theCompany in service business departments, and he possesses a wide range of experience and abundantspecialized knowledge in this area. Since assuming the position of Director of Yokohama Operation Center in
2021, he has contributed to expanding not just the service business but also overall production. The Company
has deemed that leveraging his abundant experience and knowledge will lead to developing the“manufacturing” business of the Company as a whole, and therefore renominated him as a candidate for
Director for election.

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1986
April 2014
April 2015
April 2018
June 2019
June 2022

October 2022

Hitoshi Koguma(August 18, 1967)

April 2023

[Reappointment][Attendance at theBoard of Directors
meetings]
22/24
5

June 2023

April 2024

Joined the Company
General Manager of Manufacturing Department
General Manager of Information System Office
General Manager of Information System Office,General Manager of Corporate Planning Office
Executive Officer
General Manager of Marketing Department
Director and Executive Officer, in charge ofmanaging Marketing Department
General Manager of Marketing Department
Director and Executive Officer, in charge ofmanaging Information System Department andMarketing Department
General Manager of Marketing Department
Director and Executive Officer, in charge ofmanaging Information System Department andMarketing Department
General Manager of Marketing Department andDirector of OVAL Beijing OfficeDirector and Senior Executive Officer, in charge ofmanaging Information System Department andMarketing Department
General Manager of Marketing Department andDirector of OVAL Beijing OfficeDirector and Senior Executive Officer, in charge ofmanaging Information System Department,
Marketing Department, and Manufacturing
Headquarters
Assistant Director of Yokohama Operation Centerand Director of OVAL Beijing Office (current
position)

Number ofshares of theCompany held

14,100[Significant concurrent positions]・Director of MIYAZAKI OVAL CO., LTD.
・Director of OVAL ASIA PACIFIC PTE. LTD.
・Director of HEFEI OVAL INSTRUMENT CO., LTD.
・Director of HEFEI OVAL AUTOMATION CONTROL SYSTEM

CO., LTD[Reason for nomination as candidate for Director]
After joining the Company in 1986 and having gained experience in areas related to products andmanufacturing such as engineering, production management and manufacturing departments, Mr. Hitoshi
Koguma has assumed the position of General Manager of Information System Office and contributed torevamping the IT infrastructure as the core person in introducing the new core IT system. Since assuming theposition of Executive Officer in 2019, he has developed a new marketing approach focusing on thedissemination of information by utilizing the Web and videos and brought about a transformation. The
Company has deemed that he is qualified to serve as Director in light of his ability to make proposals and toconvert ideas into reality backed by his experience at production sites, and therefore renominated him as a
candidate for Director for election.

Notes: 1. There are no special interests between each candidate and the Company.

-9-2. There exist business transactions of purchase and sale of products and such between the
Company and MIYAZAKI OVAL CO., LTD., OVAL ASIA PACIFIC PTE. LTD., HEFEIOVAL INSTRUMENT CO., LTD., HEFEI OVAL AUTOMATION CONTROL SYSTEM
CO., LTD., OVAL TAIWAN CO., LTD. and Sanyo Kiki Kentei Co.,Ltd.
3. The Company has a directors and officers liability insurance policy with an insurancecompany with all of the Directors as the insured, and the said insurance contract covers
compensation for damage, litigation costs and other expenses to be incurred by the insured. If
each candidate is appointed to the position of Director, each Director will be included in thesaid insurance policy as the insured. In addition, the Company plans to renew the said
insurance policy on February 15, 2025.

- 10 -

Proposal 3:

Election of Three Directors Serving as Audit and Supervisory Committee Members

The terms of office of Audit and Supervisory Committee Members Yukisada Ikegami, Yoshiya Terao, andTadashi Matsumoto will expire at the conclusion of this General Meeting of Shareholders. Accordingly,
the Company proposes the election of three Directors serving as Audit and Supervisory Committee
Members.
The selection of candidates for Directors serving as Audit and Supervisory Committee Members is
subject to deliberation and recommendations by the Nomination and Compensation Advisory Committee,
whose majority is composed of Independent Outside Directors (Audit and Supervisory Committee
Members).
In addition, this proposal has been decided by the Board of Directors with the consent of the Audit
and Supervisory Committee.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.

No.

Name
(Date of birth)

Career summary, positions, and responsibilities
April 1983

1

Number ofshares of theCompany held

Joined The Yasuda Mutual Life Insurance
Company (currently Meiji Yasuda Life Insurance
Yasuhiro Takahashi
Company)(April 8, 1960)
April 1995
Manager of Ikebukuro Flora Sales Department,
Ikebukuro Branch[New appointment]
April 1997
Manager of No. 2 Sales Department, Flora
Corporate Branch[Outside]
Sendai East Regional Sales Manager, Sendai
April
2000
[Independent]
BranchApril 2002
Saitama East Regional Sales Manager, Urawa[Attendance at the0
BranchBoard of Directors
January 2004
Omiya Sales Manager, Omiya Branchmeetings]
April 2005
Agency Sales Manager, Fuchu Branch––President of Wakayama Branch
April 2008
April 2012
General Affairs Manager of Osaka Branch[Attendance at theGeneral Manager, Osaka Administrative Services
Audit and Supervisory April 2015
Department, MYJ Co., Ltd. (currently Meiji
Committee meetings]
Yasuda Office Partners Co., Ltd.)––
April 2021
Operating Officer, General Manager of Group
Asset Building Services Department
April 2024
Deputy Director General, Group Asset Building
Services Department (current position)[Reason for nomination as candidate for Director and expected role]
Mr. Yasuhiro Takahashi has abundant insight and extensive experience in the front lines of marketing withmany years at a financial institution. Moreover, he has experience in the services operations of a corporate
services company as well as management experience as an operating officer, and he is expected to enhance themonitoring and supervisory functions of the management from objective perspectives. Therefore, the Company
nominates him as a new candidate for Director serving as Audit and Supervisory Committee Member.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities
April 1983

Yoshiya Terao(November 14, 1958)[Reappointment][Outside][Attendance at theBoard of Directors
meetings]
23/24
2

December 1995
March 2001
April 2001

April 2019

[Attendance at the
April 2019
Audit and Supervisory
Committee meetings] June 2022
14/14

Joined the Ministry of International Trade andIndustry (currently the Ministry of Economy,
Trade and Industry)
Joined the National Research Laboratory ofMetrology, Agency of Industrial Science andTechnology, the Ministry of International Tradeand Industry
Secondment to National Institute of Standards andTechnology (NIST) (1 year)
Resigned from the Ministry of International Tradeand Industry
Joined the National Institute of Advanced
Industrial Science and Technology (AIST)
Head of Research Office of Research Institute for
Measurement, Director of Research Office andPrincipal Research Manager of Research Institutefor Engineering Measurement, National Metrology
Institute of Japan
Technical Staff of National Metrology Institute ofJapan, AIST (current position)
Metrology and Measurement Consultant of Terao
Giken (current position)
Outside Director and Audit and Supervisory
Committee Member of the Company (current
position)

Number ofshares of theCompany held

2,000

[Significant concurrent positions]・Technical Staff of National Metrology Institute of Japan, National
Institute of Advanced Industrial Science and Technology
・Metrology and Measurement Consultant of Terao Giken[Reason for nomination as candidate for Director and expected role]
Mr. Yoshiya Terao has been active at the forefront of research and development in the areas of flow measuring
and flow velocity measuring, which are closely related to the Company’s business. The Company has deemedthat he is expected to demonstrate his high-level expertise and technological capability and abundant insight asa Doctor of Engineering in the areas of engineering and research and development of the Company, and to
improve the management monitoring and supervisory functions from objective perspectives based on his pastexperience at domestic and overseas research institutions, and therefore proposes his re-election as Director
serving as Audit and Supervisory Committee Member.

- 12 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities

Number ofshares of theCompany held

Joined CHINO Works, Ltd. (currently CHINOCORPORATION)
May 2003
President and Representative Director, CHINO
Service Corporation
June 2006
Director, General Manager of Equipment Business
Tadashi Matsumoto
Department, CHINO CORPORATION(July 1, 1950)
Director, General Manager of Solution Sales
April 2009
Department, CHINO CORPORATION
April 2010
Director, General Manager of Overseas Business[Reappointment]
Promotion Division, CHINO CORPORATION[Outside]
June 2012
Director and Executive Officer, General Manager[Independent]of Overseas Business Division, and in charge of
ASEAN Development, CHINO CORPORATION[Attendance at the
2,000
June 2015
Director and Executive Officer, General Manager
Board of Directorsof Overseas Business Division, CHINO
meetings]
CORPORATION
24/24
Director and Senior Executive Officer, Executive
June 2019
Manager of Overseas Business Headquarters,
CHINO CORPORATION[Attendance at the
Resigned from Director and Senior Executive
Audit and Supervisory June 2021
Officer of CHINO CORPORATION
Committee meetings]
Senior Advisor, CHINO CORPORATION
14/14
Outside Director and Audit and Supervisory
June 2022
Committee Member of the Company (current
position)
June 2023
Resigned from Senior Advisor, CHINOCORPORATION[Reason for nomination as candidate for Director and expected role]
Mr. Tadashi Matsumoto possesses the experience and extensive insight from his engagement in the
management of a manufacturing company of measurement and control equipment in the same industry as theCompany, as well as a wealth of experience in overseas business. The Company has deemed that he is expected
to apply his abundant experience and insight to the management of the Company and the managementmonitoring and supervisory functions from objective perspectives, and therefore proposes his re-election as
Director serving as Audit and Supervisory Committee Member.
April 1973

3

Notes: 1. There are no special interests between the candidates and the Company.
2. Mr. Yasuhiro Takahashi, Mr. Yoshiya Terao, and Mr. Tadashi Matsumoto are candidates foroutside director under Article 2, Paragraph 3, Item 7 of the Regulations for Enforcement of
the Companies Act.
3. Mr. Yasuhiro Takahashi satisfies the criteria for independent director prescribed in theregulations of the Tokyo Stock Exchange, and the Company plans to register him with the
Exchange as an independent director if he is elected as an Outside Director. The Company
has registered Mr. Tadashi Matsumoto with the Tokyo Stock Exchange as an independent
director, and plans to continue to register him as an independent director if his reappointment
is approved.
4. Mr. Yoshiya Terao and Mr. Tadashi Matsumoto are Outside Directors serving as Audit andSupervisory Committee Members and will each have served as Director serving as Audit andSupervisory Committee Member for two years at the conclusion of this General Meeting of
Shareholders.

- 13 -

5. The Company has entered into liability limitation agreements with Directors serving as Audit
and Supervisory Committee Members, which limits the liability for damages under Article
423, Paragraph 1 of the Companies Act. The liability for damage under the said agreements islimited to the minimum liability amount under Article 425, Paragraph 1 of the Companies
Act. The Company plans to enter into a liability limitation agreement with the same contents
with Mr. Yasuhiro Takahashi if his election is approved. In addition, the Company plans toenter into liability limitation agreements with the same contents with Mr. Yoshiya Terao and
Mr. Tadashi Matsumoto if their election is approved.
6. The Company has a directors and officers liability insurance policy with an insurancecompany with all of the Directors as the insured, and the said insurance policy covers
compensation for damage, litigation costs and other expenses to be incurred by the insured. If
each candidate is appointed to the position of Director, the Director will be included in thesaid insurance policy as the insured. In addition, the Company plans to renew the said
insurance policy on February 15, 2025.

- 14 -

(Reference) Board of Director composition and skill matrix
If Proposals 2 and 3 are approved, the composition of the Company’s Board of Directors will be as
follows.
1) Numbers of Internal Directors and Outside Directors on the Board of Directors (5 internal, 4 outside)2) Composition of male and female Directors (8 male, 1 female)The skills and specialized areas expected of each Director will be as follows.
Expected Skills and Specialized Areas
Name

Jun Tanimoto
Yoshio Asanuma
Yoshiki Kato
Seiji Nikkuni
Hitoshi Koguma

Yasuhiro Takahashi

Yoshiya Terao

Tadashi Matsumoto

Makiko Ushijima

Position

Corporate
Management

Manufacturing,Engineering,and R&D

Sales andMarketingGlobalExperience

President andRepresentative Director
Director and Managing
Executive Officer
Director and Managing
Executive Officer
Director and Senior
Executive Officer
Director and Senior
Executive Officer
Outside Director, Fulltime Audit andSupervisory Committee
MemberOutside Director, Audit
and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

Complianceand RiskManagement

Human
Affairs and
Human
Resource
Development

ESG andSustainability

●

●

●

●

●

●

●
●

●

IT andDigital●●●●Finance,
Accounting,andFinancing

●

●

●
●

●

●
●

●

●
●

- 15 -●●●●