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, theoriginal shall prevail.
(Stock Exchange Code 4246)
June 2, 2021
To Shareholders with Voting Rights:
Nariaki Uchida
Representative Director and President
DaikyoNishikawa Corporation
5-1 Jike Industrial Park, Higashi
Hiroshima City, Hiroshima, JapanNOTICE OF
THE 14TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 14th Annual General Meeting of Shareholders of DaikyoNishikawa
Corporation (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing or by electromagnetic
means (via the internet). Therefore, upon referring to the attached Guide to the Exercise of Voting Rights,
please review the Reference Documents for the Annual General Meeting of Shareholders, and exercise
your voting rights by 5:45 p.m. on Thursday, June 17, 2021, Japan Standard Time.
1. Date and Time:

Friday, June 18, 2021 at 10:00 a.m., Japan Standard Time (Reception starts at
9:00 a.m.)

2. Place:

4th Floor Multipurpose Hall (Hibiki) of the Head Office of the Company,
5-1 Jike Industrial Park, Higashi Hiroshima City, Hiroshima, Japan
Please note that the venue has been changed to a location that is considerably far
from the venue of the previous meetings. This is due to the head office being
relocated from Saka-cho, Aki-gun, Hiroshima to Jike Industrial Park, Higashi
Hiroshima City, Hiroshima on January 1, 2020.

3. Purpose of Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Results of
Audits of the Consolidated Financial Statements by the Financial Auditor
and the Board of Auditors for the 14th Fiscal Year (April 1, 2020 - March 31,
2021)
2. Non-consolidated Financial Statements for the 14th Fiscal Year (April 1,2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus Funds
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of One (1) Auditor
Proposal 5:
Election of Two (2) Substitute Auditors― 1 ― Please note that persons other than shareholders, including proxies and their companions who are notshareholders, are not permitted to attend the General Meeting of Shareholders.
 If any revisions are made to the Reference Documents for Shareholders Meeting, the Business Report, theNon-consolidated Financial Statements and the Consolidated Financial Statements, the revised versions will
be posted on the Company’s website (http://www.daikyonishikawa.co.jp/).

― 2 ―Guide to the Exercise of Voting Rights
You may exercise your voting rights using the following methods. Please review the Reference Documents
for the Annual General Meeting of Shareholders (from page 6), and exercise your voting rights.
1. Method of exercising voting rights
If attending the General Meeting of Shareholders in person:
Please submit the enclosed Voting Card at the reception desk.
You are also kindly requested to bring this Notice with you to conserve paper resources.
Date and time: 10:00 a.m., Friday, June 18, 2021
(Reception starts at 9:00. a.m.)
If exercising your voting rights in writing:
Please indicate your vote for or against each proposal on the enclosed Voting Card and return it to theCompany.
Voting deadline: To be received by 5:45 p.m., Thursday, June 17, 2021
If exercising your voting rights via the internet:
Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/)
and enter your vote for or against each proposal.
Voting deadline: 5:45 p.m., Thursday, June 17, 2021
For details, please refer to “Guide to the Exercise of Voting Rights via the Internet” on the next
page
2. If voting rights are exercised more than once
(1) If you exercise your voting rights both in writing and via the internet, your vote via the internet shallbe deemed valid.
(2) If you exercise your voting rights via the internet more than once, only your final vote shall bedeemed valid.

― 3 ―Guide to the Exercise of Voting Rights via the Internet
If exercising your voting rights via the internet, please access the voting rights exercise website designatedby the Company from your PC, smartphone, or mobile phone, and follow the on-screen instructions toexercise your voting rights by no later than 5:45 p.m., Thursday, June 17, 2021. If you intend to attend theGeneral Meeting of Shareholders in person, there is no need to exercise your voting rights in writing or via
the internet.

1.

2.

Scanning the QR Code

Entry by Login ID/Temporary Password

By scanning the QR code, you will not be required
to enter your Login ID/Password.

Voting rights exercise website(https://evote.tr.mufg.jp/)
1. Please access the above website from your PC,
smartphone, or mobile phone.

Please scan the “Login QR code” printed on theenclosed Voting Card stub (right side).

Once you are logged in, please follow the
instructions on the screen and indicate your vote.
*You may exercise your voting rights using the above
method only once.
From the second time you log in to the website, please
follow the instructions, “Entry by Login ID/Temporary
Password” stated on the right.

2.

Please enter the “Login ID” and “Temporary
password” stated on the enclosed Voting Cardstub (right side).

3.

Please enter your “Current password” and your“New password.”

4.

Once you are logged in, please follow the
instructions on the screen and indicate your vote.

■Precautions when exercising your voting rights via the internet(1) The website for exercising your voting rights will be closed every day from 2:00 a.m. to 5:00 a.m.
(2) Depending on the internet usage environment of your PC, smartphone, or mobile phone, the services offered by your provider, andthe model of the equipment used, you may not be able to access the voting rights exercise website. For details, please inquire at theHelpdesk indicated below.
(3) Internet connection fees, communication fees and other fees incurred as a result of accessing the voting rights exercise website
using PCs, smartphones, or mobile phones will be borne by the shareholder.

Inquiries about systems, etc.

Securities Agency Division (Helpdesk), Mitsubishi UFJ Trust and Banking Corporation
0120-173-027 (Toll-free)― 4 ―Office Hours

9:00 a.m. to 9:00 p.m.

Measures to prevent Novel Coronavirus Disease epidemic
at the Company’s 14th Annual General Meeting of Shareholders
Requests to shareholders
Shareholders planning to attend the meeting are kindly requested to call off your attendance if you are not ingood physical condition on the day of the meeting. Those who are elderly, have underlying medical
conditions, or expecting, are particularly suggested to refrain from attending the meeting.

You can also exercise your voting rights “by mailing the Voting Card” or “via the internet.” Please consider
taking advantage of these methods.

1.


Our response
The chairperson, other speakers, and the staff of the meeting will be wearing face masks or face shields.
Shareholders in attendance who appear to be unwell may be called upon by the meeting staff. We ask for yourkind understanding in advance.
To shorten the meeting time, we are once again considering a simpler proceeding method this year.

2.
To shareholders attending the meeting
Shareholders may be requested to cooperate in body temperature measurement before entering the venue, as
well as in measures including wearing face masks and using alcohol sanitizers.
 We may not let those who look feverish come into the venue. We ask for your kind understanding in advance.

Any material changes in the operation of the meeting will be posted on the Company’s website(http://www.daikyonishikawa.co.jp/).
 To reduce infection risk, we will refrain from distributing gifts to shareholders attending the meeting. We ask
for your kind understanding in advance.

3.


― 5 ―

REFERENCE DOCUMENTS FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Proposals and Reference Items
Proposal 1: Appropriation of Surplus Funds
The Company considers the return of profits to shareholders to be one of the most important
subjects in corporate management and makes it a basic policy to aim for stable and continuous
dividends by taking into comprehensive consideration its business performance, payout ratio, etc.
Based on the above policy, the Company proposes to pay year-end dividends as follows considering
its business performance during the current fiscal year:
Items related to year-end dividend
1. Type of dividend property:
Money
2. Allocation of dividend property to shareholders and the total amount thereof:
17 yen per share of the Company’s common stock
Total amount of dividend: 1,206,684,123 yen
3. Effective date of distribution of surplus funds:
June 21, 2021

― 6 ―

Proposal 2: Partial Amendment to the Articles of Incorporation
1. Reason for the amendment
To ensure multifaceted deliberation, decision-making objectivity and the diversity of themembers at the Board of Directors, and to aim for sustainable growth of the Company andincrease corporate value over the medium- to long-term, as well as to further strengthen
corporate governance system, it is proposed that the maximum number of Directors be
increased from ten (10) or less to twelve (12) or less, to enable any future increases in
Independent Outside Directors and other changes.
2.

Details of the amendment
Details of the amendment are as follows:(Underlines indicate the amended parts)
Current

Proposed amendment

CHAPTER 4. DIRECTORS AND BOARD OF
DIRECTORSCHAPTER 4. DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 19 The number of Directors of the Company shallbe ten (10) or less.

(Number of Directors)
Article 19 The number of Directors of the Company shall be
twelve (12) or less.

― 7 ―Proposal 3: Election of Nine (9) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes to elect nine (9) Directors.
The candidates for Director are as follows:

Candidate
No.

Name(Date of birth)

Reelection
Nariaki Uchida(Aug. 27, 1957)
1

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1980 Joined Toyo Kogyo Co., Ltd. (currently, Mazda Motor
Corporation)
Mar. 2001 General Manager, Powertrain Production Dept. No. 2,
Hofu Plant of Mazda Motor Corporation
Feb. 2004 Representative Director and Executive Vice Presidentof Auto Alliance International, Inc.
Apr. 2007 Representative Director and Executive Vice Presidentof Toyo Advanced Technologies Co., Ltd. and Deputy
Division Manager, Purchasing Div. of Mazda Motor
Corporation
Apr. 2010 Executive Officer and General Manager, Hofu Plant
of Mazda Motor Corporation
Apr. 2015 Executive Vice President of the Company
Jun. 2015 Representative Director and President of theCompany (to present)

Number ofshares of theCompany’scommonstock held

28,123<Areas of Responsibilities in the Company>
Overall corporate management
Reasons for nomination as a candidate for Director:
As Representative Director and President, Mr. Nariaki Uchida has endeavored to increase corporate value
over the medium- to long-term based on the Company’s management philosophy and strategies byactively expressing his opinions at the Board of Directors meetings, as well as properly supervising themanagement. He possesses an excellent personality and insights to comprehensively recognize themanagement environment and is a highly motivated person who strives to improve his qualities.
Furthermore, he is a person who is able to resolve management challenges promptly and boldly andpossesses business decision-making abilities in a transparent and fair manner. Judging by these activities
and achievements, the Company has nominated him as a candidate for Director.

― 8 ―Candidate
No.

Name
(Date of birth)

Reelection
Satoru Noguchi(April 22, 1959)
2

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1982 Joined the Hiroshima Bank, Ltd.
Apr. 2005 General Manager of Credit Supervising Division II
and Senior Manager of the Hiroshima Bank, Ltd.
Apr. 2010 General Manager, Yokogawa Branch of the Hiroshima
Bank, Ltd.
Apr. 2013 Executive Officer and General Manager, Imabari
Branch of the Hiroshima Bank, Ltd.
Apr. 2015 Managing Executive Officer and Chief Area Officerof the Hiroshima Bank, Ltd.
Apr. 2017 Senior Managing Executive Officer and Chief Area
Officer of the Hiroshima Bank, Ltd.
Apr. 2018 Executive Vice President of the Company
Jun. 2018 Representative Director and Executive Vice Presidentof the Company (to present)

Number ofshares of theCompany’scommonstock held

12,196<Areas of Responsibilities in the Company>
Assistant to President and Internal Audit Office
Reasons for nomination as a candidate for Director:
As Representative Director and Executive Vice President, Mr. Satoru Noguchi has properly assisted theRepresentative Director and President, and has supported the increase of corporate value over the mediumto long-term based on the Company’s management philosophy and strategies by actively expressing his
opinions at the Board of Directors meetings. He possesses an excellent personality and insights tocomprehensively recognize the management environment and is a highly motivated person who strives toimprove his qualities. Furthermore, he is a person who is able to resolve management challenges promptly
and boldly and possesses business decision-making abilities in a transparent and fair manner. Judging by
these activities and achievements, the Company has nominated him as a candidate for Director.

― 9 ―Candidate
No.

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Reelection

Apr. 1980 Joined Daikyo Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2007 General Manager, Daiwa Production Dept.,
Production Div. of the Company
Apr. 2009 Executive Officer and Deputy Division Manager,
Production Div. of the Company
Apr. 2011 Director and President of DaikyoNishikawa(Thailand) Co., Ltd. and Executive Officer of theCompany
Apr. 2012 Director and President of DaikyoNishikawa(Thailand) Co., Ltd. and Managing Executive
Officer of the Company
Apr. 2014 Senior Managing Executive Officer of the Company
Jun. 2015 Director and Senior Managing Executive Officer of
the Company
Apr. 2021 Director and Executive Vice President of theCompany (to present)

Toshio Hiyama(Apr. 27, 1959)

3

Number ofshares of theCompany’scommonstock held

13,934<Areas of Responsibilities in the Company>
Development Div., Engineering Div., and Research andDevelopment Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s production division, Mr. Toshio Hiyama is wellacquainted with manufacturing technologies. He has abundant experience regarding the Company’s
ideal global business development through his experience as President of the Company’s subsidiary inThailand. He is currently in charge of development division, engineering division and research anddevelopment division, and has detailed knowledge of all aspects of the Company’s business. In addition,
he has actively expressed his opinions based on his career at the Board of Directors meetings. He
possesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities. Furthermore, he is aperson who is able to resolve management challenges promptly and boldly and possesses businessdecision-making abilities in a transparent and fair manner. Judging by these activities and achievements,
the Company has nominated him as a candidate for Director.

― 10 ―

Candidate
No.

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Reelection

Jul. 1984 Joined Daikyo Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2007 General Manager, Affiliates Managing Dept. of theCompany
Apr. 2009 Deputy Division Manager, Corporate Planning andManagement Div. of the Company
Apr. 2010 Executive Officer and Deputy Division Manager,
Corporate Planning and Management Div. of theCompany
Jan. 2011 Executive Officer and Deputy Division Manager,
Marketing and Sales Div. of the Company
Apr. 2012 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V.
Apr. 2014 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V. and Managing Executive
Officer of the Company
Jun. 2016 Director and Senior Managing Executive Officer of
the Company
Apr. 2017 Director and Senior Managing Executive Officer andCorporate Planning and Management Division
Manager of the Company
Apr. 2019 Director and Senior Managing Executive Officer of
the Company (to present)

Motoharu
Nishikimura(Jan. 30, 1960)
4

Number ofshares of theCompany’scommonstock held

13,934<Areas of Responsibilities in the Company>
Purchasing Div., Corporate Management Div., and Corporate
Planning Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s corporate planning and management division, Mr.
Motoharu Nishikimura is well-acquainted with management strategies. Moreover, through his
experience as President of the Company’s subsidiaries in Mexico, he has abundant experience regarding
the Company’s ideal global business development, as well as detailed knowledge of all aspects of theCompany’s business. In addition, he has actively expressed his opinions based on his career at the Boardof Directors meetings. He possesses an excellent personality and insights to comprehensively recognize
the management environment and is a highly motivated person who strives to improve his qualities.
Furthermore, he is a person who is able to resolve management challenges promptly and boldly andpossesses business decision-making abilities in a transparent and fair manner. Judging by these activities
and achievements, the Company has nominated him as a candidate for Director.

― 11 ―

Candidate
No.

Name
(Date of birth)

Reelection
Fukami Waki
(Aug. 4, 1958)

5

Career summary, positions, areas of responsibilities
and significant concurrent positions
Feb. 1988 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Apr. 2007 General Manager, Production Div. of the Company
Apr. 2011 Deputy Division Manager, Production Div. of theCompany
Aug. 2011 Corporate Planning and Management Division
Manager of the Company
Apr. 2012 Executive Officer and Corporate Administration
Division Manager of the Company
Oct. 2012 Executive Officer and Corporate Planning andManagement Division Manager of the Company
Apr. 2014 Managing Executive Officer and Marketing andSales Division Manager of the Company
Apr. 2017 Senior Managing Executive Officer and Purchasing
Division Manager of the Company
Jun. 2017 Director and Senior Managing Executive Officer andPurchasing Division Manager of the Company
Apr. 2018 Director and Senior Managing Executive Officer of
the Company (to present)

Number ofshares of theCompany’scommonstock held

16,414<Areas of Responsibilities in the Company>
Production Div., Quality Div. and Marketing and Sales Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s production division, Mr. Fukami Waki is well-acquainted
with manufacturing management. Moreover, through his experience of being the central figure in
designing corporate planning, marketing and purchasing strategies as the Division Manager of the
Corporate Planning and Management Division, Marketing and Sales Division and Purchasing Division,
he has abundant experience regarding the Company’s ideal global business development, as well as
detailed knowledge of all aspects of the Company’s business. In addition, he has actively expressed his
opinions based on his career at the Board of Directors meetings. He possesses an excellent personality
and insights to comprehensively recognize the management environment and is a highly motivatedperson who strives to improve his qualities. Furthermore, he is a person who is able to resolve
management challenges promptly and boldly and possesses business decision-making abilities in atransparent and fair manner. Judging by these activities and achievements, the Company has nominatedhim as a candidate for Director.

― 12 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent6

Masahiro Idehara(Feb. 15, 1954)

Career summary, positions, areas of responsibilities
and significant concurrent positions
Jun. 1998 Joined as Standing Adviser of JICHODO Co., Ltd.
Sep. 1998 Director of JICHODO Co., Ltd.
Sep. 2000 Representative Director and Senior Managing
Director of JICHODO Co., Ltd.
Sep. 2002 Representative Director and President of JICHODO
Co., Ltd.
Jul. 2010 Representative Director of JICHODO Co., Ltd.
Sep. 2010 Representative Director and Vice Chairman of
JICHODO Co., Ltd.
Sep. 2014 Director and Senior Advisor of JICHODO Co., Ltd.
(to present)
Jun. 2015 Outside Director of the Company (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>
Director and Senior Advisor of JICHODO Co., Ltd.
Representative Director of Genkai Sewing Co., Ltd.
Representative Director of JID Co., Ltd.
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the apparelindustry, Mr. Masahiro Idehara is actively giving advice and suggestions on business operations from an
independent standpoint based on his objective and professional insights, which contribute to the increaseof corporate value. Judging from his advice and suggestions, the Company has determined that hepossesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities, and accordingly has
nominated him as a candidate for Outside Director.

― 13 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
7

Shigeki Sasaki(Jul. 28, 1959)

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1982 Joined Otafuku Sauce Co., Ltd.
Nov. 1996 Director and General Manager of the Marketing andSales Division, Osaka Branch of Otafuku Sauce Co.,
Ltd.
Oct. 2002 Senior Managing Director and Engineering and
Production Division Manager of Otafuku Sauce Co.,
Ltd.
Oct. 2003 Senior Managing Director and Marketing and Sales
Division Manager of Otafuku Sauce Co., Ltd., andRepresentative Director and President of Otafuku
Vinegar Brewery Co., Ltd.
Oct. 2005 Representative Director and President of Otafuku
Sauce Co., Ltd., and Representative Director andChairman of Union Sauce Co., Ltd.
Oct. 2015 Representative Director and President of Otafuku
Holdings Co., Ltd. (to present)
Jun. 2017 Outside Director of the Company (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Representative Director and President of Otafuku Holdings Co.,
Ltd.
Chairman of the Board of Otafuku Foods (Qing Dao) Co., Ltd.
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the food industry,
Mr. Shigeki Sasaki is actively giving advice and suggestions on business operations from an independent
standpoint based on his objective and professional insights, which contribute to the increase of corporate
value. Judging from his advice and suggestions, the Company has determined that he possesses an
excellent personality and insights to comprehensively recognize the management environment and is ahighly motivated person who strives to improve his qualities, and accordingly has nominated him as a
candidate for Outside Director.

― 14 ―

Candidate
No.

Name
(Date of birth)

Reelection
Outside8

Takeshi Mukai(Mar. 14, 1962)

Career summary, positions, areas of responsibilities
and significant concurrent positions
Mar. 1986 Joined Mazda Motor Corporation
Apr. 2006 General Manager, Painting, Trim and Final Assembly
Engineering Dept. of Mazda Motor Corporation
Sep. 2010 Vice President of AutoAlliance (Thailand) Co., Ltd.
Jan. 2013 Deputy General Manager, Hofu Plant of Mazda Motor
Corporation
Apr. 2015 Executive Officer and General Manager, Hofu Plant
of Mazda Motor Corporation
Apr. 2016 Executive Officer in charge of Global Quality of
Mazda Motor Corporation
Apr. 2017 Executive Officer in charge of Global Quality andAssistant to the Officer in charge of Cost Innovationof Mazda Motor Corporation
Apr. 2018 Managing Executive Officer in charge of Global
Quality and Assistant to the Officer in charge of Cost
Innovation of Mazda Motor Corporation
Apr. 2019 Managing Executive Officer in charge of Global
Production, Global Business Logistics and Cost
Innovation of Mazda Motor Corporation
Jun. 2019 Outside Director of the Company (to present)
Apr. 2021 Senior Managing Executive Officer in charge of
Global Purchasing, Global Production, Global
Business Logistics, and Cost Innovation of Mazda
Motor Corporation (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>
Senior Managing Executive Officer of Mazda Motor Corporation
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the automobile
industry, Mr. Takeshi Mukai is actively giving advice and suggestions on business operations based on
his objective and professional insights, which contribute to the increase of corporate value. Judging fromhis advice and suggestions, the Company has determined that he possesses an excellent personality andinsights to comprehensively recognize the management environment and is a highly motivated person
who strives to improve his qualities, and accordingly has nominated him as a candidate for Outside
Director.

― 15 ―

Candidate
No.

9

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Number ofshares of theCompany’scommonstock held

Jul. 2011 Joined AYUMI Audit Corporation
Aug. 2012 Registered as a certified public accountant
Nov. 2012 Registered as a certified public tax accountant
Dec. 2012 Opened Haruko Murata Certified Public Accountant
New election
and Certified Public Tax Accountant Office;Representative of Haruko Murata Certified Public
OutsideAccountant and Certified Public Tax Accountant
Office (to present)
NoneJul. 2017 Partner of Choshu Audit Corporation (to present)
Independent
Jun. 2021 Outside Director of CHUDENKO CORPORATION
Haruko Murata(scheduled to take office)(Apr. 18, 1968)<Significant concurrent positions>Representative of Haruko Murata Certified Public Accountant
and Certified Public Tax Accountant OfficePartner of Choshu Audit Corporation
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Although Ms. Haruko Murata has not been involved in the management of a company in the past, basedon her abundant knowledge and experience as a certified public accountant and a certified public tax
accountant, she is expected to actively give advice and suggestions on business operations from an
independent standpoint based on her objective and professional insights, which contribute to the increaseof corporate value. Judging from the activities in her career, the Company has determined that she
possesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve her qualities, and accordingly has
nominated her as a candidate for Outside Director.

(Notes) 1. Mr. Masahiro Idehara, Mr. Shigeki Sasaki, Mr. Takeshi Mukai, and Ms. Haruko Murata are
candidates for Outside Director as prescribed in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.
2. Mr. Takeshi Mukai is a Senior Managing Executive Officer of Mazda Motor Corporation, oneof the Company’s major customers, which falls under the specified related business operator of
the Company. There are no special interests between the other candidates and the Company.
3. The Company has designated Outside Director Mr. Masahiro Idehara and Mr. Shigeki Sasaki as
independent directors in accordance with the regulations of the Tokyo Stock Exchange, Inc. andregistered them as such with the Exchange. The Company will register Mr. Masahiro Idehara,
Mr. Shigeki Sasaki, and Ms. Haruko Murata as independent directors with the Exchange if this
proposal is approved as proposed.
4. There is no special relationship to be disclosed between the Company and any of JICHODO
Co., Ltd., Genkai Sewing Co., Ltd., JID Co., Ltd., Otafuku Holdings Co., Ltd., Otafuku Foods(Qing Dao) Co., Ltd., Haruko Murata Certified Public Accountant and Certified Public Tax
Accountant Office, Choshu Audit Corporation, and CHUDENKO CORPORATION.
5. The Company has entered into agreements with Mr. Masahiro Idehara, Mr. Shigeki Sasaki and
Mr. Takeshi Mukai pursuant to Article 427, Paragraph 1 of the Companies Act to limit theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations. If their election is approved
as proposed, the Company will continue the same liability limitation agreements with them.
Additionally, if this proposal is approved as proposed, the Company will enter into a similar
agreement to limit the liability for damages with Ms. Haruko Murata.
6. Mr. Masahiro Idehara shall have served as the Company’s Outside Director for six (6) years at
the conclusion of this Annual General Meeting of Shareholders.
7. Mr. Shigeki Sasaki shall have served as the Company’s Outside Director for four (4) years at
the conclusion of this Annual General Meeting of Shareholders.
8. Mr. Takeshi Mukai shall have served as the Company’s Outside Director for two (2) years at theconclusion of this Annual General Meeting of Shareholders.

― 16 ―

Proposal 4: Election of One (1) Auditor
The term of office of Auditor Mr. Kazuyuki Yasumura will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the Company proposes to elect one (1) new Auditor.
This proposal is submitted with the consent of the Board of Auditors.
The candidate for Auditor is as follows:

Name(Date of birth)

New election
OutsideCareer summary, positions
and significant concurrent positions
Oct. 2000
Apr. 2016
Oct. 2017
Jun. 2020
Apr. 2021

Registered as an attorney-at-law (Daini Tokyo Bar Association)
Deputy Chairman of Hiroshima Bar Association
Visiting Fellow, University of Essex, School of Law
Joined Iwamoto Law Office (to present)
Governor of Japan Federation of Bar Associations (to present)

Number ofshares of theCompany’scommonstock held

None

Independent<Significant concurrent positions>
Keiko Fujimoto
Iwamoto Law Office(Nov. 5, 1972)
Governor of Japan Federation of Bar Associations
Reasons for nomination as a candidate for Outside Auditor:
Although Ms. Keiko Fujimoto has not been involved in the management of a company in the past, based on her
abundant knowledge and experience as an attorney-at-law, she is expected to give advice and suggestions on business
operations from an independent standpoint concerning the objectivity, neutrality, and legitimacy of management
based on her objective and professional insights. Judging from the activities in her career, the Company has
determined that she possesses an excellent personality and insights and is capable of conducting audits from a broad
and professional standpoint, and accordingly has nominated her as a candidate for Outside Auditor.

(Notes) 1. Ms. Keiko Fujimoto is a candidate for Outside Auditor as prescribed in Article 2, Paragraph 3,
Item 8 of the Ordinance for Enforcement of the Companies Act.
2. There are no special interests between Ms. Keiko Fujimoto and the Company.
3. There is no special relationship to be disclosed between the Company and Iwamoto Law Office.
4. If this proposal is approved as proposed, the Company intends to register Ms. Keiko Fujimoto
as an independent auditor with the Tokyo Stock Exchange, Inc.
5. If this proposal is approved as proposed, the Company intends to enter into an agreement with
Ms. Keiko Fujimoto pursuant to Article 427, Paragraph 1 of the Companies Act to limit theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations.

― 17 ―

Proposal 5: Election of Two (2) Substitute Auditors
The election of the current Substitute Auditors shall remain in effect until the start of this Annual
General Meeting of Shareholders. Accordingly, to prepare for situations in which the number ofAuditors falls short of three (3) Auditors, the number required by laws and regulations, the Company
proposes to once again elect two (2) Substitute Auditors. Mr. Shunji Sawa will be elected as a candidate
for internal Auditor, and Ms. Hiroko Tani will be elected as a candidate for Outside Auditor.
It is also proposed that the election be made revocable by the resolution of the Board of Directors
with the consent of the Board of Auditors, provided that such resolution takes place before his/herelection.
This proposal is submitted with the consent of the Board of Auditors.
The candidates for Substitute Auditor are as follows:

Candidate
No.

Name(Date of birth)Internal
Shunji Sawa
(Mar. 26, 1960)
1

Career summary, positions
and significant concurrent positions
Apr. 1982 Joined Nishikawa Kasei Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2007 Managing Director and Production Division Manager
of Sanshinkako Corporation
Jul. 2010 General Manager, Hiroshima Quality Control Dept.,
Quality Div. of the Company
Oct. 2011 Representative Director and President of Sanshinkako
Corporation
Apr. 2014 Quality Division Manager of the Company
Apr. 2015 Executive Officer and Quality Division Manager of
the Company
Apr. 2017 Chairman and General Manager of DaikyoNishikawa
TongYang Auto Parts (Nanjing) Co., Ltd. andExecutive Officer of the Company
Apr. 2019 Executive Officer of the Company (to present)

Number ofshares of theCompany’scommonstock held

6,185

<Areas of Responsibilities in the Company>
Assistant to the Officer in charge of Purchasing Div.
Reasons for nomination as a candidate for Substitute Auditor:
Having held important posts in the Company’s quality and production divisions, Mr. Shunji Sawa is
well-acquainted with quality and production strategies. Moreover, through his experience as Presidentof the Company’s subsidiary in China, he has abundant experience regarding the Company’s ideal
global business development, as well as detailed knowledge of the Company’s business. In addition, heis expected to actively give advice and suggestions as Auditor, based on his career. Judging from theactivities in his career, the Company has determined that he possesses an excellent personality andinsights capable of conducting audits from a broad and professional standpoint, and accordingly has
nominated him as a candidate for Substitute Auditor.

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Candidate
No.

Name
(Date of birth)

OutsideHiroko Tani
(Jul. 3, 1955)
2

Career summary, positions
and significant concurrent positions
Nov. 1982 Joined Asahi Accounting Audit Corporation(currently, KPMG AZSA LLC)
Aug. 1989 Registered as certified public accountant
Jun. 2004 Partner of KPMG AZSA & Co. (currently, KPMG
AZSA LLC)
Jul. 2018 Opened Tani Certified Public Accountant Office (topresent)
Jul. 2019 Representative Partner of Choshu Audit Corporation(to present)
Jun. 2020 External Director (Audit & Supervisory Committee
Member) of Kyushu Electric Power Company,
Incorporated (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Tani Certified Public Accountant Office
Representative Partner of Choshu Audit Corporation
External Director (Audit & Supervisory Committee Member) of
Kyushu Electric Power Company, Incorporated
Reasons for nomination as a candidate for Substitute Outside Auditor:
Although Ms. Hiroko Tani has not been involved in the management of a company in the past, based onher highly professional knowledge and abundant experience in finance and accounting as a certified
public accountant, she is expected to actively give advice and suggestions on business operations froman independent standpoint based on her objective and professional insights. Judging from the activities
in her career, the Company has determined that she possesses an excellent personality and insights
capable of conducting audits from a broad and professional standpoint, and accordingly has nominatedher as a candidate for Substitute Outside Auditor.

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(Notes) 1. Ms. Hiroko Tani is a candidate for Substitute Outside Auditor.
2. There are no special interests between Ms. Hiroko Tani and the Company.
3. There is no special relationship to be disclosed between the Company and Tani Certified Public
Accountant Office, Choshu Audit Corporation, and Kyushu Electric Power Company,
Incorporated.
4. If Ms. Hiroko Tani takes office as Outside Auditor, the Company intends to enter into anagreement with her pursuant to Article 427, Paragraph 1 of the Companies Act to limit theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations.

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