Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6617)
June 10, 2024
Date of commencement of electronic provision measures: June 5, 2024
To Shareholders with Voting Rights:
Takashi Ichinose
President and Representative Director
TAKAOKA TOKO CO., LTD.
5-6-36, Toyosu, Koto-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 12th Annual General Meeting of Shareholders of TAKAOKA TOKO CO.,LTD. (the “Company”). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “NOTICE OF CONVOCATION OF THE 12TH ANNUAL GENERALMEETING OF SHAREHOLDERS” on the following websites on the Internet.
1.

The Company website (Japanese only):https://www.tktk.co.jp/ir/stockinfo/notification/

2.

Tokyo Stock Exchange (TSE) website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show* To view the information, please access the website shown above, input the issue name (company name)or securities code, and click “Search,” and then click “Basic information” and select “Documents for public
inspection/PR information.

3.

Netto de shoshu (web-based convocation notices) (Japanese only):https://s.srdb.jp/6617/

If you are unable to attend the meeting, you can exercise your voting rights via the Internet or in writing.
Please kindly review the Reference Documents for the General Meeting of Shareholders as stated below andexercise your voting rights by no later than 5:00 p.m. on Wednesday, June 26, 2024, Japan time.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

Conference room, 2nd floor, GAKUSHIKAIKAN
3-28 Kandanishiki-cho, Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements and Non-consolidated
Financial Statements for the Company’s 12th Fiscal Year (April 1, 2023 - March
31, 2024), and report on results of audits by the Accounting Auditor and the Audit
and Supervisory Committee of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Election of 6 Directors (excluding those who are Audit and Supervisory
Committee members)
Proposal 3:
Election of 4 Directors who are Audit and Supervisory Committee members◎(Request)
When attending the meeting, please hand in the enclosed Voting Rights Exercise Form at the reception desk.
(Notes)◎ The documents sent to shareholders also serves as the paper-based documents stating matters subject
to the electronic provision measures to be delivered in response to a request for delivery of
documents. Meanwhile, the following matters are excluded from the delivered documents inaccordance with the provisions of laws and regulations and Article 16 of the Company’s Articles ofIncorporation. Accordingly, the said documents constitute only part of the documents audited by the
Audit and Supervisory Committee and the Accounting Auditor in the preparation of the Audit
Report.
(1) Systems for ensuring that the directors perform their duties in accordance with laws,
regulations, and the Article of Incorporation and other systems for ensuring theproperness of business activities and the outline of the operation of the systems(2) Consolidated Statements of Changes in Net Assets of the Consolidated Financial
Statements(3) Notes to the Consolidated Financial Statements of the Consolidated Financial
Statements(4) Non-consolidated Statements of Changes in Net Assets of the Non-consolidated
Financial Statements(5) Notes to the Non-consolidated Financial Statements of the Non-consolidated Financial
Statements◎ If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the respective websites where the matters are posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
The Company believes that the payment of a stable dividend will meet shareholder expectations. Therefore,
we make it a basic policy to make continuous and stable dividend payments twice a year, an interim dividend
and a year-end dividend, while endeavoring to secure a stable management base such as reinforced financial
conditions.
With respect to the dividend for the current fiscal year, considering that net sales, operating profit, andprofit attributable to owners of parent all significantly exceeded the targets of the Medium-term Management
Plan 2023 (from fiscal 2021 to 2023) for the third consecutive year, the Company proposes a year-end dividendof 35 yen per share, adding a special dividend of 10 yen to an ordinary dividend of 25 yen, as shown below,
to express our gratitude.
1.
2.

3.

Type of dividend property
Cash
Allocation of dividend property to shareholders and the total amount thereof
35 yen per share for common stock(ordinary dividend of 25 yen and special dividend of 10 yen)
Total amount of dividend: 567,529,865 yen
Effective date of distribution of surplus
June 28, 2024

(Notes) 1. In accordance with Article 453 of the Companies Act, the total dividend amount is calculated bydeducting 61,166 treasury shares from the total number of issued shares.
2. The total annual dividend will be 60 yen per share, inclusive of the interim dividend of 25 yen per
share. The total dividend amount will be 972,918,265 yen, inclusive of the total interim dividend
amount of 405,388,400 yen.

-3-

Proposal 2: Election of 6 Directors (excluding those who are Audit and Supervisory Committee members)
The terms of office of all Directors (excluding those who are Audit and Supervisory Committee members)(7 persons) will expire at the conclusion of this General Meeting of Shareholders.
After reviewing the composition of the Board of Directors, including Directors who are Audit andSupervisory Committee members, the Company proposes to reduce the number of Directors (excluding those
who are Audit and Supervisory Committee members) by 1 and to elect 6 Directors (excluding those who are
Audit and Supervisory Committee members).
The Company confirmed that the Audit and Supervisory Committee has no particular opinions on this
proposal.
The candidates are as follows:(Japanese syllabary order)
No.

Current positions andresponsibilities in the Company

Name

President and Representative
Director
CKO (Reform/Kaizen area)

1(Reappointment)

Takashi Ichinose

2(Reappointment)

Akira Uemura

Outside Director
Independent Director

Director

3(Reappointment)

Yoshinori Kaneko

Outside Director

Director

4(New Appointment) Hiroto Suzuki

5(Reappointment)

6(Reappointment)

Yasuhiro Mishima

Managing Executive Officer
General Manager of Electric
Equipment Business Division
CMO (Sales/Marketing area)

Outside Director
Independent Director

Director

Director and Managing Executive
Officer
CTO (Technology area),
CQO (Quality area)
In charge of Supply Chain Reform,
Quality Management Division, andPurchasing Management Division

Kunihiko Mizumoto

-4-

No.

1

2

Name
(Date of birth)

Career summary and positions

September 2011 General Manager of Shibuya Sub-Branch, Tokyo Branch, Tokyo
Electric Power Company, Incorporated
June 2014
President, Tepco Town Planning Co., Ltd. (Seconded from
Tokyo Electric Power Company, Incorporated)
June 2017
General Manager of Internal Audit Department, Tokyo
Electric Power Company Holdings, Incorporated
April 2018
Executive Officer, General Manager of Internal Audit
Department, Tokyo Electric Power Company
Holdings, Incorporated
Takashi Ichinose
April 2019
Executive Officer, General Manager of Organization, Employee(September 27, 1962)
Relations & Human Resources Office, Strategic Unit for Human
Resources Empowerment, Tokyo Electric Power Company<Reappointment>
Holdings, Incorporated
April 2021
Managing Executive Officer of the Company
June 2021
President and Representative Director of the Company (topresent)
Chairman of Toshiba Toko Meter Systems Co., Ltd. (to present)[Significant concurrent position(s)]Chairman of Toshiba Toko Meter Systems Co., Ltd.
[Responsibilities in the Company]
CKO (Reform/Kaizen area)

Number ofshares of theCompany held
[Number of othershares to be
distributed basedon the stockcompensation
plan]

500
[6,500][Reason for nomination as candidate for Director]
Mr. Takashi Ichinose has extensive experience and broad knowledge gained through his career as a corporate manager,
including his years of service as President of Tepco Town Planning Co., Ltd. He has also a high level of expertise in the
power industry, having served as Executive Officer at Tokyo Electric Power Company Holdings, Incorporated. For the above
reasons, he is well qualified to promote "Takaoka Toko Group 2030 Vision" with his strong leadership. Therefore, we
propose his re-election as a Director.
April 2008
Executive Officer and General Manager of Industrial Business
Division, Hitachi Software Engineering Co., Ltd. (currently
Hitachi Solutions, Ltd.)
Akira Uemura
Executive Officer and General Manager of Telecommunications(September 19, 1954) April 2009
and Industrial Business Division, Hitachi Software Engineering
400<Reappointment>
Co., Ltd. (currently Hitachi Solutions, Ltd.)[–]<Outside Director> April 2010
Vice-President Executive Officer, Nippon Securities Technology<Independent
Co., Ltd.
Director>
May 2010
President, Nippon Securities Technology Co., Ltd.
June 2019
Advisor, Nippon Securities Technology Co., Ltd.
June 2020
Director of the Company (to present)[Reason for nomination as candidate for Outside Director and Outline of Expected Roles]
Mr. Akira Uemura has a high level of expertise in the IT industry, extensive experience and broad knowledge gained
through his career as a corporate manager, including his years of service as President of Nippon Securities Technology Co.,
Ltd. If he is elected as Outside Director, he is expected to provide advice and supervision on corporate management basedon his expertise, etc. noted above. We therefore propose his re-election as an Outside Director.
His term of office as an Outside Director of the Company will be 4 years at the conclusion of this General Meeting of
Shareholders.

-5-

No.

Name
(Date of birth)

Career summary and positions

October 2011

3

4

Number ofshares of theCompany held
[Number of othershares to be
distributed basedon the stockcompensation
plan]

General Manager of Facilities Department, Saitama
Branch, Tokyo Electric Power Company, Incorporated
July 2013
General Manager of Musashino Sub-Branch, Tama
Branch, Tokyo Electric Power Company, Incorporated
July 2015
General Manager of Corporate Planning Office, Power Grid
Company; Corporate Planning Office, Corporate Management& Planning Unit, Tokyo Electric Power Company, Incorporated
Yoshinori Kaneko
April 2016
Director and Vice President in charge of management reform;(May 17, 1963)
General Manager of Business Planning Office, TEPCO Power200
Grid, Incorporated[–]
June 2016
Director and Vice President in charge of management reform,<Reappointment>
TEPCO Power Grid, Incorporated<Outside Director>
June 2017
Director and Nominating Committee Member of Tokyo ElectricPower Company Holdings, Incorporated
Representative Director and President, TEPCO Power Grid,
Incorporated (to present)
Director of the Company (to present)[Significant concurrent position(s)]Representative Director and President, TEPCO Power Grid, Incorporated[Reason for nomination as candidate for Outside Director and Outline of Expected Roles]
Mr. Yoshinori Kaneko currently serves as Representative Director and President of TEPCO Power Grid, Incorporated. He
has a high level of expertise in the power industry and extensive experience and broad knowledge as a corporate manager
including overseas business expansion. If he is elected as Outside Director, he is expected to provide advice and supervision
on corporate management based on his expertise, etc. noted above. We therefore propose his re-election as an Outside
Director. His term of office as an Outside Director of the Company will be 7 years at the conclusion of this General Meetingof Shareholders.
April 1987
Joined TAKAOKA ELECTRIC MFG. CO., LTD.
August 2012
General Manager of Kyushu Branch, TAKAOKA ELECTRIC
MFG. CO., LTD.
July 2013
General Manager of Kansai Branch, TAKAOKAELECTRIC MFG. CO., LTD.
April 2014
General Manager of Kansai Branch of the Company
June 2016
Deputy General Manager of Power Equipment & System
Business Division; General Manager of Social
Infrastructure Power Equipment Sales Department of the
Hiroto Suzuki
Company
1,037(February 11, 1964) June 2017
Executive Officer; Deputy General Manager of Power
Equipment & System Business Division; General Manager[5,800]<New Appointment>of Social Infrastructure Power Equipment Sales
Department of the Company
June 2018
Executive Officer; General Manager of Power Equipment &System Business Division of the Company
June 2021
Executive Officer; General Manager of Electric Equipment
Business Division of the Company
June 2022
Managing Executive Officer; General Manager of Electric
Equipment Business Division of the Company (to present)[Responsibilities in the Company]
CMO (Sales/Marketing area)[Reason for nomination as candidate for Director]
Mr. Hiroto Suzuki has extensive experience and broad knowledge gained through his acquaintance with all business areas,
including Power Equipment & System Business. He also has a personality appropriate for performing duties for the
management of the Company. In view of the superb management skills he has cultivated through his experience, we propose
his election as a Director.

-6-

No.

Name
(Date of birth)

Career summary and positions

January 1999

General Manager of Molding Department, Tsutsumi Plant,
Toyota Motor Corporation
January 2002
Senior Vice-President of Toyota Motor Thailand Co., Ltd.
May
2009
Standing
Advisor of Futaba Industrial Co., Ltd.
2,900
<Reappointment>
June
2009
Representative
Director and President of Futaba Industrial[–]<Outside Director>
Co., Ltd.
<Independent
June 2016
Advisor of Futaba Industrial Co., Ltd.
Director>
Director of the Company (to present)[Reason for nomination as candidate for Outside Director and Outline of Expected Roles]
Mr. Yasuhiro Mishima has extensive experience and broad knowledge gained through his career as a corporate manager inthe manufacturing industry, including overseas business expansion, and his years of service as Representative Director andPresident of Futaba Industrial Co., Ltd. If he is elected as Outside Director, he is expected to provide advice and supervision
on corporate management based on his experience, etc. noted above. We therefore propose his re-election as an Outside
Director.
His term of office as an Outside Director of the Company will be 8 years at the conclusion of this General Meeting of
Shareholders.
April 1986
Joined Toko Electric Corporation
June 2013
Senior General Manager; General Manager of Environment
Solution Business Division and attached to Management
Integration Preparation Office, Toko Electric Corporation
April 2014
Executive Officer; Deputy General Manager of Energy
Solution Business Division of the Company
June 2015
Executive Officer; General Manager of Energy Solution
Business Division of the Company
June 2017Managing Executive Officer; General Manager of Energy
Solution Business Division of the Company
Kunihiko Mizumoto
June 2018
Director and Managing Executive Officer; General Manager(November 22, 1961)
1,014
of Electric Equipment Business Division of the Company[7,000]June 2020
Managing Executive Officer; General Manager of<Reappointment>
Electric Equipment Business Division of the Company
June 2021
Managing Executive Officer; General Manager ofPower Equipment & System Business Division of theCompany
June 2022
Director and Managing Executive Officer of the Company(to present)[Responsibilities in the Company]
CTO (Technology area), CQO (Quality area)
In charge of Supply Chain Reform, Quality Management Division, and Purchasing
Management Division[Reason for nomination as candidate for Director]
Mr. Kunihiko Mizumoto has extensive experience and broad knowledge gained through his acquaintance with all businessareas, including Energy Solution Business. He also has a personality appropriate for performing duties for the management of
the Company. In view of the superb management skills he has cultivated through his experience, we propose his re-election
as a Director.
Yasuhiro Mishima(October 11, 1950)

5

6

Number ofshares of theCompany held
[Number of othershares to be
distributed basedon the stockcompensation
plan]

-7-

(Notes)
1.
2.

3.
4.

5.

6.

7.

Mr. Takashi Ichinose, a candidate for Director, serves as Chairman of Toshiba Toko Meter Systems Co., Ltd., a subsidiary of
the Company, with which the Company has a business relationship in the sales of equipment, etc.
Mr. Yoshinori Kaneko, a candidate for Outside Director, has served as an executive (currently Representative Director
and President) of TEPCO Power Grid, Incorporated, a specified associated service provider for the Company with which
the Company has a business relationship in the sales of power equipment and equipment, etc. since April 2016. In
addition, he once served as a non-executive Director of Toshiba Toko Meter Systems Co., Ltd., which is a subsidiary of
the Company.
No special interests exist between the Company and the candidates for Directors other than 1 and 2 of these Notes.
The Company has reported to the Tokyo Stock Exchange Mr. Akira Uemura and Mr. Yasuhiro Mishima, candidates for
Outside Directors, as independent officers unlikely to have conflicts of interest with the general shareholders inaccordance with its regulations.
Liability limitation agreements with Directors
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company stipulates in its Articles of Incorporationthat the Company may conclude liability limitation agreements with its Directors (excluding Executive Directors and theLike) and that the maximum amount of liability shall be the amount stipulated by laws and regulations. The Company has
concluded liability limitation agreements with Mr. Akira Uemura, Mr. Yoshinori Kaneko, and Mr. Yasuhiro Mishima,candidates for Outside Directors. If their re-election is approved as proposed, the Company will reenter into the same
agreements with them.
Directors and officers liability insurance contract
In accordance with Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a directors andofficers liability insurance with an insurance company. If the appointment of each candidate is approved as proposed,
each of them will be the insured under the insurance contract, which is to be renewed during their terms of office.
Please refer to page 33 of the Business Report (Japanese original version) for the outline and other contents of theinsurance contract.
Improper cases were found in some products including transformer devices (announced on May 16, 2023 and May 14,2024) and extra-high-voltage transformer products (announced on January 22, 2024). Mr. Akira Uemura, Mr. Yoshinori
Kaneko, and Mr. Yasuhiro Mishima had expressed opinions from the viewpoint of compliance to the Board of Directors,
etc., before these incidents, although the three Outside Directors were not aware of the fact until the fact was discovered.
After discovery of these incidents, they performed their duties such as giving their statements towards theappropriateness and validity of customer service, actively expressed constructive opinions for measures to strengthen
the governance on quality/compliance based on their experience and knowledge, as well as asking the Company to takecorrective action for preventing recurrence.

-8-

Proposal 3: Election of 4 Directors who are Audit and Supervisory Committee members
The terms of office of all Directors who are Audit and Supervisory Committee members (3 persons) will
expire at the conclusion of this General Meeting of Shareholders.
In order to strengthen the management oversight function of the Audit and Supervisory Committee, theCompany proposes to increase the number of Directors who are Audit and Supervisory Committee membersby 1 and to elect 4 Directors who are Audit and Supervisory Committee members.
The Audit and Supervisory Committee has previously given its approval to this proposal.
The candidates are as follows:(Japanese syllabary order)
No.

Current positions andresponsibilities in the Company

Name

1

(Reappointment)

Yuichiro Takada

2(New Appointment) Seiji Moriya

3(New Appointment) Tatsuya Wakayama

4(Reappointment)

Kishiko Wada

Outside Director
Independent Director

Director
Audit and Supervisory Committee
MemberOutside Director

Director and Managing Executive
Officer
CHRO (Human Resource/Platformarea)
In charge of Reorganization of
Production Base, Internal Audit
Department, Legal Department,
Corporate Affairs Department,
Employee Relations & Human
Resources Department, Human
Resource Development Center

Outside Director
Independent Director-9-

Director
Audit and Supervisory Committee
MemberNo.

Name(Date of birth)

Career summary and positions

April 2008

Number of shares of
the Company held
[Number of othershares to be
distributed based on
the stockcompensation plan]

Senior Managing Executive Officer, in charge of Head
Office Business Depts. I, II and III, Head Office Business
Division, Sumitomo Mitsui Banking Corporation
October 2009
Executive Deputy President, Nikko Cordial Securities Inc.
Yuichiro Takada
April 2011
Executive Deputy President, SMBC Nikko Securities Inc.
(August 8, 1954)
April 2012
Chairman, Sakura Information Systems Co., Ltd.
500
Auditor of the Company<Reappointment> June 2016[–]
<Outside Director> June 2018
Director, SHIBAURA MECHATRONICS CORPORATION<Independent(to present)
Director>
June 2020
Director; Audit and Supervisory Committee Member of theCompany (to present)
1[Significant concurrent position(s)]Outside Director, SHIBAURA MECHATRONICS CORPORATION[Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee member and Outline
of Expected Roles]
Mr. Yuichiro Takada has experience and broad knowledge gained through his career as a corporate manager, including his
years of service as Chairman of Sakura Information Systems Co., Ltd. and has considerable knowledge about finance andaccounting gained over many years through his service at financial institutions. If he is elected as Outside Director, he isexpected to provide advice, audit, and supervision on corporate management based on his experience, etc. noted above. We
therefore propose his re-election as an Outside Director who is an Audit and Supervisory Committee member.
His term of office as an Outside Director of the Company will be 4 years at the conclusion of this General Meeting of
Shareholders.
June 2013
General Manager of Office of Audit Committee, Tokyo
Electric Power Company, Incorporated
April 2016
Managing Director, TEPCO Fuel & Power, Incorporated
June 2017
Director, Tokyo Electric Power Company Holdings,
Incorporated
Representative Director and President, TEPCO Fuel &Power, Incorporated
Seiji Moriya
September 2018 Director; Representative Executive Officer and Executive(April 21, 1963)–
Vice President; Chief Financial Officer; Assistant to[–]
President, Tokyo Electric Power Company Holdings,<New Appointment><Outside Director>
Incorporated
April 2022
Director; Representative Executive Officer and Executive
Vice President; Chief Risk Officer; Assistant to President,
2
Tokyo Electric Power Company Holdings, Incorporated
June 2023
Director; Chairman of Audit Committee, Tokyo ElectricPower Company Holdings, Incorporated (to present)[Significant concurrent position(s)]Director, Tokyo Electric Power Company Holdings, Incorporated[Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee member and Outline
of Expected Roles]
Mr. Seiji Moriya has experience and broad knowledge in corporate management and auditing in general gained through hisservice as Director and Chairman of Audit Committee of Tokyo Electric Power Company Holdings, Incorporated and has
also acquired considerable knowledge about finance and accounting through the performance of duties as Chief Financial
Officer of that company. If he is elected as Outside Director, he is expected to provide advice, audit, and supervision on
corporate management based on his expertise, etc. noted above. We therefore propose his election as an Outside Director who
is an Audit and Supervisory Committee member.

- 10 -

No.

Name(Date of birth)

Career summary and positions

April 1986
April 2014

Number of shares of
the Company held
[Number of othershares to be
distributed based on
the stockcompensation plan]

Joined TAKAOKA ELECTRIC MFG. CO., LTD.
General Manager of Kyushu Branch, Social Infrastructure
Sales Group Manager of Kyushu Branch of the Company
June 2015
General Manager, Chubu Branch of the Company
June 2017
General Manager, Corporate Planning Department of theCompany
June 2018
Executive Officer; General Manager, Corporate Planning
Department of the Company
Tatsuya Wakayama
Managing Executive Officer; General Manager, Corporate
5,383(August 25, 1961) June 2020
Planning Department of the Company[5,700]
Director and Managing Executive Officer; General Manager,<New Appointment> June 2021
Corporate Planning Department of the Company
3
June 2022
Director and Managing Executive Officer of the Company(to present)[Responsibilities in the Company]
CHRO (Human Resource/Platform area)
In charge of Reorganization of Production Base, Internal Audit Department,
Legal Department, Corporate Affairs Department, Employee Relations &Human Resources Department, Human Resource Development Center[Reason for nomination as candidate for Director who is an Audit and Supervisory Committee member]
Mr. Tatsuya Wakayama has extensive experience and broad knowledge gained through his service as a branch manager,
General Manager of Corporate Planning Department, and Director and Managing Executive Officer. We believe that he willappropriately perform his duties as a Director who is an Audit and Supervisory Committee member. We therefore propose
his election as a Director who is an Audit and Supervisory Committee member.
April 1996
Registered as attorney-at-law Joined Fuji Godo Law Office(to present)
July 2015
Director of Toshiba Plant Systems & Services Corporation
July 2016
Chairperson of Nomination and Compensation Committee,
Toshiba Plant Systems & Services Corporation
Kishiko Wada
March 2021
Auditor of L is B Corp. (to present)(June 20, 1971)
April 2021
Vice President of Dai-Ichi Tokyo Bar Association–<Reappointment>
Managing Director of Kanto Federation of Bar Associations[–]<Outside Director> June 2022
Director; Audit and Supervisory Committee Member of the<Independent
Company (to present)
Director>
Corporate Auditor, SUNDRUG Co., Ltd. (to present)[Significant concurrent position(s)]4Attorney-at-law at Fuji Godo Law Office
External Auditor, L is B Corp.
External Corporate Auditor, SUNDRUG Co., Ltd.
[Reason for nomination as candidate for Outside Director who is an Audit and Supervisory Committee member and Outline
of Expected Roles]
Ms. Kishiko Wada has extensive experience and broad knowledge in legal affairs as an attorney-at-law, as well as extensive
experience and broad knowledge gained through her career as a corporate manager, including her years of service as
Director of Toshiba Plant Systems & Services Corporation. If she is elected as Outside Director, she is expected to provide
advice, audit, and supervision on corporate management based on her experience, etc. noted above. We therefore propose
her re-election as an Outside Director who is an Audit and Supervisory Committee member.
Her term of office as an Outside Director of the Company will be 2 years at the conclusion of this General Meeting of
Shareholders.

- 11 -

(Notes)
1.
2.

3.

4.

5.

No special interests exist between the Company and the candidates for Directors.
The Company has reported to the Tokyo Stock Exchange Mr. Yuichiro Takada and Ms. Kishiko Wada, candidates for
Outside Directors, as independent officers unlikely to have conflicts of interest with the general shareholders inaccordance with its regulations.
Liability limitation agreements with Directors
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company stipulates in its Articles ofIncorporation that the Company may conclude liability limitation agreements with its Directors (excluding Executive
Directors and the Like) and that the maximum amount of liability shall be the amount stipulated by laws and regulations.
The Company has concluded liability limitation agreements with Mr. Yuichiro Takada and Ms. Kishiko Wada,
candidates for Outside Directors. If their re-election is approved as proposed, the Company will reenter into the same
agreements with them. The Company will conclude the agreements with the same contents with Mr. Seiji Moriya, acandidate for Outside Director, if his election is approved as proposed.
Directors and officers liability insurance contract
In accordance with Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a directors andofficers liability insurance with an insurance company. If the appointment of each candidate is approved as proposed,
each of them will be the insured under the insurance contract, which is to be renewed during their terms of office.
Please refer to page 33 of the Business Report (Japanese original version) for the outline and other contents of theinsurance contract.
Improper cases were found in some products including transformer devices (announced on May 16, 2023 and May 14,2024) and extra-high-voltage transformer products (announced on January 22, 2024). Mr. Yuichiro Takada and Ms.
Kishiko Wada had expressed opinions from the viewpoint of compliance to the Board of Directors, etc., before theseincidents, although Mr. Yuichiro Takada and Ms. Kishiko Wada were not aware of the fact until the fact was discovered.
After discovery of these incidents, they performed their duties such as giving statements towards the appropriatenessand validity of customer service, actively expressed constructive opinions for measures to strengthen the governance on
quality/compliance based on their experience and knowledge, as well as asking the Company to take corrective action
for preventing recurrence.

- 12 -

[Reference]

○

○

○

Yoshinori Kaneko○

Yasuhiro Mishima○

Akira Uemura○

Tatsuya Wakayama○

Yuichiro Takada○

Kishiko Wada○

Seiji Moriya○

Legal Affairs○

Hiroto Suzuki

Global Management

Investment
M&A

○

○

Sales
Marketing

Manufacture, Technology
Research and Development
Quality Assurance○

Kunihiko Mizumoto

Information Technology
DigitalHuman Resources

Takashi Ichinose

Finance

Name

Corporate Management

Listed below shows the expertise and experience of the candidates for Director (excluding those who are
Audit and Supervisory Committee members) and candidates for Director who is an Audit and Supervisory
Committee member.

○
○

○

○

○
○

○
○
○
○

○

End of document- 13 -

- 14 -